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

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock; (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or (3) transfer any of its property or assets to the Company or to any Restricted Subsidiary Each such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law or required by any Gaming Authority; (b) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) below, the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary to, directly or indirectly, Subsidiaries to create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (2) make loans or advances to the Company or pay any Indebtedness other Restricted Subsidiary (it being understood that the subordination of loans or other obligations owed advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any other Restricted SubsidiarySubsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or to any other Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiary. (1), b) Paragraph (2a) or (3) above, a “Payment Restriction.” However, the preceding restrictions above will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law law, rule, regulation or required order (including, without limitation, (i) by any Gaming Authoritynational stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (b2) this Indenture, the Notes Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and the Guarantees and other Indebtedness of the Company any extensions, renewals, replacements, amendments or any Restricted Subsidiary ranking pari passu with the Notesrefinancings thereof; provided provided, that such restrictions are no more restrictive extension, renewal, replacement, amendment or refinancing is not, taken as a whole whole, materially more restrictive with respect to such encumbrances or restrictions than those imposed by this Indenturein existence on the Issue Date; (c4) customary non-assignment provisions of any contractin contracts, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiaryagreements, leases, permits and licenses; (d5) any instrument governing Acquired Debt Incurred in connection restrictions with an acquisition by respect to a Restricted Subsidiary of the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable imposed pursuant to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts a binding agreement which has been entered into for the sale or disposition of Equity Interests of any Subsidiary all or assets substantially all of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (Capital Stock or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only solely to the asset Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or the Person owning such asset) being financed pursuant to such Indebtedness.patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries; (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any of its Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiaries. (1), (2b) or (3Section 4.08(a) above, a “Payment Restriction.” However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law or required by any Gaming Authorityagreements governing Existing Indebtedness and the Credit Agreement as in effect on the Issue Date; (b2) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureGuarantees; (c3) customary non-assignment provisions of any contractapplicable law, license rule, regulation or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiaryorder; (d4) any instrument or agreement governing Acquired Debt Incurred Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date contemplation of such Incurrence; provided that such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and or any of its Subsidiaries Subsidiaries, or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company Person or any Restricted Subsidiary to be consummated of its Subsidiaries, so acquired; provided that, in accordance with this Indenture solely in respect the case of Equity Interests (or assets of Indebtedness, such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is Indebtedness was permitted by the terms of this Indenture to be Incurredincurred; (g5) any encumbrance or restriction contained customary non-assignment provisions in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Datecontracts, leases, subleases, licenses and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts sublicenses entered into in the ordinary course of business; (l6) customary restrictions in leases (including capital leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a); (7) any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at 8) any instrument or agreement governing Permitted Refinancing Indebtedness; provided that the time it is so designated, so long as such agreements restrictions contained therein are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under Section 4.12 of this Indenture that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in anticipation or contemplation the ordinary course of such designation; orbusiness; (n12) restrictions contained customary provisions imposed on the transfer of copyrighted or patented materials; (13) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; (14) Indebtedness used to finance, or incurred for the purpose other contractual requirements of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness a Receivables Subsidiary in respect thereof, provided, connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; (15) contracts entered into in the asset 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 Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary; (16) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Person owning Issuer or any Restricted Subsidiary or any of their businesses; (17) any instrument or agreement governing Indebtedness or preferred stock (i) of any Foreign Subsidiary, (ii) of the Issuer or any Restricted Subsidiary that is incurred or issued subsequent to the Issue Date and not in violation of Section 4.09; provided that (x) in the case of pre- ferred stock and Indebtedness (other than Senior Debt), such assetencumbrances and restrictions are not materially more restrictive in the aggregate than the restrictions contained in the Indenture and (y) being financed in the case of Senior Debt, are not materially more restrictive in the aggregate than the restrictions contained in the Credit Agreement and (iii) of any Restricted Subsidiary; provided that in the case of this clause (iii), (x) the total amount of Indebtedness outstanding under any agreement entered into in reliance on this clause (iii) does not, at the time any such agreement is entered into, exceed 1% of Total Assets and (y) after giving effect to the incurrence of such Indebtedness or preferred stock, the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); (18) any encumbrance or restriction imposed on any Subsidiary of the Issuer that is of the type referred to in clause (3) of the definition of "Subsidiary" by (and for the benefit of) the Issuer or a Restricted Subsidiary; and (19) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (1), (2), (4) through (15), (17) and (18) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are in the good faith judgment of the Issuer's Board of Directors, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those restrictions contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (1), (2), (4) through (15), (17) and (18) above, as applicable prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Parent will not, and shall will not permit any of the Restricted Subsidiary toSubsidiaries, directly or indirectly, to create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Parent or any of the Restricted Subsidiaries or pay any indebtedness owed to the Parent or any of the Restricted Subsidiaries; (2) make loans or advances to the Parent or pay any Indebtedness or other obligations owed to of the Company or to any other Restricted SubsidiarySubsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Parent or to any of the Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiaries. (1), (2b) or (3Section 4.08(a) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law agreements in effect at or required by any Gaming Authorityentered into on the Issue Date; (b2) this Indenture, the Notes Notes, the Note Guarantees, the Security Documents, the Second Lien Collateral Trust Agreement and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureIntercreditor Agreement; (c3) customary non-assignment provisions agreements governing other Indebtedness permitted to be incurred under Section 4.09, provided that, except with respect to any such Incurrence of any contractIndebtedness under the Credit Agreement, license or lease of any Restricted Subsidiary entered into in the ordinary course judgment of business the Issuers, such incurrence will not materially impair the Issuers’ ability to make payments under the Notes when due (as determined in good faith by senior management or the Board of such Restricted SubsidiaryDirectors of the Issuers); (d4) applicable law, rule, regulation or order; (5) any instrument governing Acquired Debt Incurred Indebtedness or Capital Stock of a Person acquired by the Parent or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date contemplation of such Incurrence; provided that such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated Person, so acquired; provided that, in accordance with this Indenture solely in respect the case of Equity Interests (or assets of Indebtedness, such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is Indebtedness was permitted by the terms of this Indenture to be Incurredincurred; (g6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (7) Capital Lease Obligations, any agreement governing Purchase Money Indebtedness, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction contained restricts the transfer of the property subject to such Capital Lease Obligations, Purchase Money Indebtedness, security agreements or mortgages; (8) any agreement in connection with the sale or disposition of all or substantially all the Capital Stock or assets of a Restricted Subsidiary that imposes such encumbrance or restriction pending the closing of such sale or disposition; (9) Permitted Refinancing Indebtedness; provided provided, that the provisions relating to such encumbrance or restriction restrictions contained in any the agreements governing such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements on governing the date of this Indenture, taken as a wholeIndebtedness being refinanced; (i10) any restriction imposed by Indebtedness Liens permitted to be incurred under Section 4.12 that limit the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as right of the Issue Datedebtor to dispose of the assets subject to such Liens; (j11) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements not prohibited by this Indenture(including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (k12) any restriction prohibitions, restrictions or conditions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or lessors consistent with industry practice; (13) any agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or required prior to the date on which such Restricted Subsidiary was acquired by insurancethe Parent (other than Indebtedness Incurred as consideration in, surety or bonding companiesto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent) and outstanding on such date; (14) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property, and other agreements, in each case under contracts case, entered into in the ordinary course of business; (l15) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (16) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement for or arrangement referred to in clauses (1) through (15), (17) and (18) of this Section 4.08(b); provided, however, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is not materially more restrictive, as reasonably determined by the Issuers, with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (17) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other disposition agreement to which the Parent or any Restricted Subsidiary is a party entered into in the ordinary course of a business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Parent or such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;are subject to such agreement; and (m18) agreements any encumbrance or restriction existing under or by reason of contractual requirements in existence connection with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessReceivables Facility.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make any other distributions on its Capital Stock to the Issuer or any other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Issuer or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, and the subordination of loans or advances made to the Issuer or any of the Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of the Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness); (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other Restricted SubsidiarySubsidiary (it being understood that the subordination of loans or advances made to the Issuer or any of the Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of the Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any other Restricted Subsidiary Each (it being understood that such encumbrance or restriction transfers shall not include any type of transfer described in clauses clause (1), ) or (2) or of this Section 4.09(a)). (3b) aboveNotwithstanding the foregoing, a “Payment Restriction.” However, the preceding restrictions will Section 4.09(a) shall not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law or required by agreements governing Existing Indebtedness, in each case, as in effect on the Original Issue Date and any Gaming Authorityother agreements in effect on the Original Issue Date; (b2) the Existing Notes Documents, this Indenture, Indenture and the Notes (and any Note Guarantee); (3) any applicable law, rule, regulation or order; (4) any instrument or agreement with respect to any property or assets or Indebtedness, preferred stock or Capital Stock acquired, or any Person acquired, by the Guarantees and other Indebtedness of the Company Issuer or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken (including as a whole than those imposed by this Indenture; (c) customary non-assignment provisions result of any contract, license or lease of any a Person becoming a Restricted Subsidiary entered into in the ordinary course of business as a result of such acquisition or any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary; ) as in effect at the time of such acquisition or redesignation (d) any instrument governing Acquired Debt Incurred except to the extent such Indebtedness, preferred stock or Capital Stock was incurred or issued in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date contemplation of such Incurrence; provided that such acquisition or redesignation), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than (x) the Person and or any of its Subsidiaries or (y) the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company Person or any Restricted Subsidiary of its Subsidiaries so acquired; provided that, in the case of Indebtedness or preferred stock, such Indebtedness or preferred stock was permitted to be consummated in accordance with incurred or issued by the terms of this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractIndenture; (f5) customary provisions restricting the subletting, assignment or transfer of any property or assets in leases, conveyances, contracts and licenses entered into in the ordinary course of business; (6) customary restrictions in leases (including capital leases and operating leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business to the extent they impose restrictions on the property purchased or leased, or subject to such security interest or mortgage, of the nature described in Section 4.09(a)(3); (7) any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of a Restricted Subsidiary to the extent it restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under Section 4.13 (and related agreements or Indebtedness secured by such Liens) to the extent they limit the right of the debtor to dispose of the assets subject to such Liens; (9) provisions limiting the disposition or distribution of assets or property or Equity Interests in joint venture or development agreements, partnership or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the property, assets or Equity Interests that are the subject of such agreements, and restrictions on Indebtedness, Equity Interests or other securities in or of Unrestricted Subsidiaries; (10) restrictions on cash or other deposits or net worth made to secure letters of credit or surety or other bonds issued in connection therewith or imposed by customers under contracts entered into in the ordinary course of business, and deposits with respect to any obligations described in clauses (7), (9) and (16) of Section 4.10(b); (11) customary provisions imposed on the transfer of copyrighted or patented materials; (12) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; (13) any encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer and the Restricted Subsidiaries; (14) restrictions on the transfer of property or assets subject to industrial revenue or similar bond financing or otherwise, required by any development, governmental or regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary or any of their businesses; (15) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property, (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a land developer or homebuilder or other Permitted Business or (C) joint venture, partnership, operating or similar agreements; (16) contractual obligations that require “lockboxes” to be maintained or similar obligations with respect to Non-Recourse Debt and Indebtedness secured by a Permitted Lien pursuant to clause (c) of the definition thereof; (17) any encumbrances or restrictions pursuant to Hedging Obligations or under Non-Recourse Debt or subordination provisions of any subordinated debt; (18) any encumbrances or restrictions pursuant to the Issuer Organizational Documents, the Restricted Subsidiary Organizational Documents or the Development Agreements; (19) any encumbrances or restrictions of the type referred to in clauses (1) through (3) above with respect to the transfer of assets secured Section 4.09(a) imposed by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (18) or clause (20) of this Section 4.09(b); provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings refinancings, in the good faith judgment of the Issuer, are no not materially more restrictive, taken as a whole, with respect to such dividend encumbrance and other payment restrictions than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (20) any encumbrances or restrictions existing under Indebtedness incurred or preferred stock issued in those agreements on accordance with the date covenant described in Section 4.10 after the Original Issue Date that (a) in the good faith judgment of this Indenturethe Issuer, (x) are not materially more restrictive, taken as a whole; (i) any restriction imposed by Indebtedness incurred under , with respect to such encumbrance and other restrictions than the more restrictive of those applicable to the Issuers in the Existing Notes Indenture or the Credit Facilities; provided that such restriction Agreement on the Original Issue Date or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of this Indenture on the Issue Date; , as applicable, or (jy) provisions with respect will not materially adversely affect the Issuers’ ability to make anticipated principal and interest payments on the disposition Notes, or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (kb) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in apply only during the ordinary course of business; (l) any agreement for the sale or other disposition continuance of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to default under such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions to the Issuers or any of their Restricted Subsidiaries that is a Guarantor 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 Issuers, in the case of a Restricted Subsidiary that is not a Guarantor, to any Restricted Subsidiary that is a Guarantor; (2b) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or Issuers or, in the case of a Restricted Subsidiary that is not a Guarantor, to any other Restricted SubsidiarySubsidiary that is a Guarantor; or (3c) sell, lease or transfer any of its property properties or assets to the Company or Issuers or, in the case of a Restricted Subsidiary that is not a Guarantor, to any Restricted Subsidiary Each that is a Guarantor; except in each case for such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law contractual encumbrances or required by any Gaming Authorityrestrictions in effect on the Issue Date related to existing indebtedness listed on Schedule 1 attached hereto; (b2) this Indenture, the Securities, the related Guarantees, the Security Documents, the First Lien Indenture, the First Lien Notes and related guarantees, the Guarantees Intercreditor Agreements and other Indebtedness the security documents in respect of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureFirst Lien Obligations; (c3) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into purchase money obligations for property acquired and Financing Lease Obligations in the ordinary course of business that impose restrictions of such Restricted Subsidiarythe nature discussed in clause (c) above on the property or assets so acquired; (d4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Debt Incurred in connection with an acquisition of a Person acquired by the Company Issuers or any of their Restricted Subsidiary Subsidiaries in accordance with this Indenture as existence at the same was in effect on the date time of such Incurrence; provided that such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries Subsidiaries, or the property or assets, including directly related assets, such as accessions and proceeds assets of the Person so acquired or leasedand its Subsidiaries; (e6) any restriction contracts or encumbrance contained in contracts agreements for the sale of Equity Interests of assets, including any restrictions with respect to a Subsidiary or assets of the Company Issuers pursuant to an agreement that has been entered into for the sale or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect disposition of Equity Interests (all or substantially all of the Capital Stock or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract, permitted under this Indenture; (f7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.03 and 4.12 that apply to the assets securing such Indebtedness and/or the Restricted Subsidiaries incurring or guaranteeing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in any joint venture agreement and other similar agreement entered into in the ordinary course of business and, in each case, permitted under this Indenture; (10) customary provisions contained in leases, subleases, licenses or sublicenses or asset sale agreements and other similar agreements, in each case, entered into in the ordinary course of business; (11) any encumbrances or restrictions of the nature described type referred to in clause Sections 4.05(a), (3b) and (c) above with respect to the transfer of assets secured imposed by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (10) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Issuers, no more restrictive, taken as a whole, restrictive in any material respect with respect to such dividend encumbrances and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Datethose prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (j12) customary provisions with respect to the disposition or distribution restricting assignment of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts agreement entered into in the ordinary course of business; (l13) customary restrictions and conditions contained in any agreement for relating to the sale sale, transfer, lease or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary any asset permitted under Section 4.06 pending the sale consummation of such sale, transfer, lease or other disposition; (m14) agreements customary restrictions and conditions contained in existence with respect the document relating to a Restricted Subsidiary at the time it is so designated, any Lien so long as (i) such agreements Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred created for the purpose of financingavoiding the restrictions imposed by this clause (14); and (15) agreements entered into in connection with a Sale and Lease-Back Transaction entered into in the ordinary course of business or consistent with industry practice. For purposes of determining compliance with this Section 4.05, Expansion (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Expenditures and/or Development Projects Stock and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only (2) the subordination of loans or advances made to the asset (Issuers or a Restricted Subsidiary to other Indebtedness incurred by the Person owning Issuers or any such asset) being financed pursuant Restricted Subsidiary shall not be deemed a restriction on the ability to such Indebtednessmake loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: : (1i) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits; provided that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to pay Indebtedness owed to the Company or any of its Restricted Subsidiaries); (ii) make loans or advances to the Company or pay any Indebtedness of its Restricted Subsidiaries (it being understood that the subordination of loans or other obligations owed advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any other Restricted SubsidiarySubsidiary shall not be deemed a restriction on the ability to make loans or advances); or or (3iii) transfer any of its property properties or assets to the Company or to any of its Restricted Subsidiary Each Subsidiaries, except in each case for such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: : (a) Indebtedness or agreements or instruments outstanding on the Issue Date; (b) this Indenture and the Notes; (c) the Credit Agreements as in effect on the Issue Date; (d) applicable law or required by any Gaming Authority; (b) this Indentureapplicable rule, the Notes and the Guarantees and other Indebtedness of the Company regulation or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions order of any contract, license court or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; governmental authority; (de) any agreement or instrument governing Acquired Debt Incurred in connection with an acquisition Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary in accordance with this Indenture Subsidiaries as the same was in effect on at the date time of such Incurrence; provided that acquisition (except with respect to Indebtedness incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company Person or any Restricted Subsidiary such Person’s subsidiaries, so acquired, provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; incurred; (f) any restrictions of the nature described in clause (3iii) above by reason of customary non-assignment provisions in contracts, agreements, and leases entered into in the ordinary course of business and consistent with past practices; (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired; (h) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the transfer sale or disposition of Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (i) agreements or instruments relating to Liens permitted to be incurred pursuant to this Indenture that limit the right of the debtor to dispose of assets secured by a Lien that is securing such Indebtedness; (j) customary encumbrances or restrictions contained in agreements entered into in connection with Hedging Obligations permitted by from time to time under this Indenture to be Incurred; Indenture; (gk) any encumbrance or restriction contained existing under any instrument or agreement that amends, extends, renews, refinances or replaces the agreements or instruments containing the encumbrances or restrictions in Permitted Refinancing Indebtednessthe foregoing clauses (a), (b), (c), (e), (g) or this clause (k); provided that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Permitted Refinancing Indebtedness encumbrances or restrictions are no less favorable to the Holders of the Notes in any material respect not in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions restrictive than those contained in such agreement; (l) any other agreement or instrument governing Indebtedness or other obligations entered into after the Issue Date that either (A) contains encumbrances and restrictions that in the good faith judgment of the Company are not materially more restrictive with respect to any Restricted Subsidiary than those agreements in effect on the date Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date or (B) contains encumbrances or restrictions that are customary and do not prohibit (except upon a default or an event of this Indenturedefault thereunder) the payment of dividends, taken loans or advances in an amount sufficient, as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed determined by the Bank Credit Agreement as Company in good faith, to make scheduled payments of cash interest and principal on the Issue Date; notes when due; and (jm) provisions with respect to the disposition or distribution of assets or property in partnership agreements, joint venture agreements, asset sale agreements, sale leaseback agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuer and the Company shall will not, and shall the Company will not permit any Restricted Subsidiary that is not a Guarantor to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (i) (1) pay dividends or make any other distributions to the Issuer or the Company on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Issuer or any Guarantor; (2ii) make loans or advances to the Issuer or pay any Guarantor; or (iii) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor. (b) The provisions of Section 4.08(a) shall not prohibit: (i) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to Indebtedness or other obligations owed to outstanding on the Company or to any other Restricted Subsidiary; or (3) transfer any of its property or assets to Issue Date and the Company or to any Restricted Subsidiary Each such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, related documentation and Hedging Obligations and the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law or required by any Gaming Authorityrelated documentation; (bii) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureGuarantees; (ciii) customary non-assignment provisions of any contract, license purchase money obligations for property or lease of any Restricted Subsidiary entered into assets acquired in the ordinary course of business and capital lease obligations that impose restrictions of such Restricted Subsidiarythe nature discussed in Section 4.08(a)(iii) on the property or assets so acquired; (div) applicable law or any applicable rule, regulation or order; (v) (x) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer, the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer, the Company or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary (but, in any such case, not created in contemplation thereof) and (y) any agreement or other instrument governing Acquired Debt Incurred in connection of a Person acquired by or merged or consolidated with an acquisition by or into Issuer, the Company or any Restricted Subsidiary in accordance with this Indenture as existence at the same was in effect on the date time of such Incurrence; provided that acquisition or at the time it merges with or into the Issuer, the Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds assets so acquired or leasedacquired; (evi) any restriction or encumbrance contained in contracts for the sale of Equity Interests assets, including customary restrictions with respect to a Subsidiary of any Subsidiary the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 and Section 4.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (ix) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than is customary in comparable financings (as determined in good faith by the Issuer); (x) customary provisions in joint venture agreements and other similar agreements or arrangements relating to such joint venture; (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; (xii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer, the Company or any Restricted Subsidiary to be consummated is a party entered into in accordance with this Indenture the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely in respect of Equity Interests (the property or assets of the Issuer, the Company or such Restricted Subsidiary) or assets to be sold pursuant Subsidiary that are the subject to such contractagreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer, the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (fxiii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; (xiv) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (xv) restrictions arising in connection with cash or other deposits permitted under Section 4.12; (xvi) any encumbrances or restrictions of the nature described type referred to in clause (3Sections 4.08(a)(i), 4.08(a)(ii) above with respect to the transfer of assets secured and 4.08(a)(iii) imposed by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xv) above (other than clause (i) above); provided provided, that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are no are, in the good faith judgment of the Issuer, (i) not materially more restrictive, taken as a whole, restrictive with respect to such dividend encumbrance and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (ii) customary in comparable transactions; or (iii) would not in the Bank Credit Agreement as good faith determination of the Issue DateIssuer, materially impair the ability of the Issuer to make payments on the Notes; (jxvii) provisions restrictions created in connection with respect any Qualified Securitization Facility that in the good faith determination of the Company are necessary or advisable to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture;effect such Qualified Securitization Facility; and (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (nxviii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to Intercreditor Agreement entered into by the asset (or the Person owning such asset) being financed pursuant to such IndebtednessTrustee as provided by this Indenture.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a)(i) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock; Stock or with respect to any other interest or participation in, or measured by, its profits or (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (b) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or , or (3c) transfer any of its property properties or assets to the Company or to any other Restricted Subsidiary Each Subsidiary, except for such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law or required by any Gaming Authorityagreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as in effect on the Issue Date; (b) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (dii) any instrument agreement governing Acquired Debt Incurred in connection with an acquisition Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary in accordance with this Indenture Subsidiaries as the same was in effect on at the date time of such Incurrence; acquisition (except to the extent such Indebtedness was incurred in connection with or in anticipation of such acquisition), provided that such encumbrance restriction does not extend to or restriction is not, and will not be, applicable to cover any Person, or the properties or assets of any Person, other than the Person so acquired; (iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired; (iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and its Subsidiaries which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of other Person other than the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely Person in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to whom such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinancedrefinanced applied; (hv) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a wholeapplicable law; (ivi) customary non-assignment provisions in leases and any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as license of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or intellectual property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of businessbusiness (including programming agreements) and Local Marketing Agreements; (lvii) any agreement agreements for the sale or other disposition of a any assets of any Restricted Subsidiary Subsidiary, provided that restricts distributions such restriction is only applicable to the assets to be sold by that such Restricted Subsidiary pending the sale or other dispositionSubsidiary; (mviii) agreements Purchase Money Indebtedness for property acquired in existence with respect to a Restricted Subsidiary at the time it is ordinary course of business that only imposes restrictions on the Property so designated, so long as acquired and any improvements on such agreements are not entered into in anticipation or contemplation of such designationProperty; orand (nix) restrictions contained in Indebtedness used to financeCapitalized Lease Obligations that are otherwise permitted hereunder, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, provided that such restrictions apply only encumbrance or restriction does not extend to any Property other than that subject to the asset (or the Person owning such asset) being financed pursuant to such Indebtednessunderlying lease.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1) pay dividends or make any other distributions on its Capital Stock; (2) make loans Stock to the Company or advances to a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company or to any other a Restricted Subsidiary; or , (2) make any loans or advances to the Company or a Restricted Subsidiary or (3) transfer any of its property or assets to the Company or to any a Restricted Subsidiary Each such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment RestrictionSubsidiary.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law or required by any Gaming Authority; (b) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture;Section 4.08(a) shall not apply to: (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (d1) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of an agreement in effect at or entered into on the nature described in clause (3) above Issue Date or with respect to the transfer of assets secured ABL Credit Facility; (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Lien such Restricted Subsidiary or otherwise binding on such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date; provided, however, that is such Indebtedness was permitted by the terms of this Indenture to be Incurred; (g3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a)(1) or (a)(2) of this Section 4.08 or this clause (3) or contained in Permitted Refinancing Indebtednessany amendment to an agreement referred to in clause (a)(1) or (a)(2) of this Section 4.08 or this clause (3); provided provided, however, that the provisions relating encumbrances and restrictions with respect to such encumbrance or restriction Restricted Subsidiary contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect refinancing agreement or amendment are, in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness Company’s Board of the Company or its Restricted Subsidiaries existing on the Issue DateDirectors, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend Restricted Subsidiary than the encumbrances and other payment restrictions than those contained in those agreements such predecessor agreement; (4) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (5) any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (6) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into in the date ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies; (7) any encumbrance or restriction with respect to a Foreign Subsidiary entered into in the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture, taken as a whole; (i) 8) provisions contained in any restriction imposed by Indebtedness incurred under license, permit or other accreditation with a regulatory authority relating to a Related Business and entered into in the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as ordinary course of the Issue Datebusiness; (j9) provisions with respect in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (10) customary non-assignment provisions in contracts, licenses and other agreements (including, without limitation, leases) entered into in the ordinary course of business; (11) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property or any proceeds therefrom subject to such security agreements or mortgages; and (12) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale partnership agreements, stock limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in with the ordinary course approval of business; (l) any agreement for the sale or other disposition Board of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending Directors of the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it Company, which limitation is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply applicable only to the asset (or assets that are the Person owning subject of such asset) being financed pursuant to such Indebtednessagreements and any proceeds therefrom.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor on its Capital StockStock or with respect to any other interest or 70 participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer, in the case of a Restricted Subsidiary that is not a Guarantor, to any Restricted Subsidiary that is a Guarantor; (2b) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or Issuer or, in the case of a Restricted Subsidiary that is not a Guarantor, to any other Restricted SubsidiarySubsidiary that is a Guarantor; or (3c) sell, lease or transfer any of its property properties or assets to the Company or Issuer or, in the case of a Restricted Subsidiary that is not a Guarantor, to any Restricted Subsidiary Each that is a Guarantor; except in each case for such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law contractual encumbrances or required by any Gaming Authorityrestrictions in effect on the Issue Date with respect to existing indebtedness listed on Schedule 1 attached hereto, including contractual encumbrances or restrictions pursuant to the Super Priority Credit Facility; (b2) this Indenture, the Notes Securities, the related Guarantees, the Pari Intercreditor Agreement, the ABL Intercreditor Agreement and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureSecurity Documents; (c3) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into purchase money obligations for property acquired and Finance Lease Obligations in the ordinary course of business that impose restrictions of such Restricted Subsidiarythe nature discussed in clause (c) above on the property or assets so acquired; (d4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Debt Incurred in connection with an acquisition of a Person acquired by the Company Issuer or any of its Restricted Subsidiary Subsidiaries in accordance with this Indenture as existence at the same was in effect on the date time of such Incurrence; provided that such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries Subsidiaries, or the property or assets, including directly related assets, such as accessions and proceeds assets of the Person so acquired or leasedand its Subsidiaries; (e6) any restriction contracts or encumbrance contained in contracts agreements for the sale of Equity Interests of assets, including any restrictions with respect to a Subsidiary or assets of the Company Issuer pursuant to an agreement that has been entered into for the sale or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect disposition of Equity Interests (all or substantially all of the Capital Stock or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.03 and 4.12 that apply to the assets securing such Indebtedness and/or the Restricted Subsidiaries incurring or guaranteeing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.03; (10) customary provisions in any joint venture agreement and other similar agreement entered into in the ordinary course of business; (11) customary provisions contained in leases, subleases, licenses or sublicenses, or asset sale agreements and other similar agreements, in each case, entered into in the ordinary course of business; (12) any encumbrances or restrictions of the nature described type referred to in clause Sections 4.05(a), (3b) and (c) above with respect to the transfer of assets secured imposed by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancings refinancing; (13) any agreement or instrument relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.03 that contains encumbrances and other restrictions that either (x) are no not materially more restrictivedisadvantageous, taken as a whole, with respect to such dividend and other payment restrictions the Holders than those contained is customary in those agreements comparable financings for similarly situated issuers or as otherwise in effect on the date of this IndentureIssue Date, taken or (y) the Issuer determines that such encumbrance or restriction will not adversely affect, in any material respect, the Issuer's ability to make principal and interest payments on the Securities as a wholeand when they come due ; (i14) customary provisions restricting assignment of any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts agreement entered into in the ordinary course of business; (l15) customary restrictions and conditions contained in any agreement for relating to the sale sale, transfer, lease or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary any asset permitted under Section 4.06 pending the sale consummation of such sale, transfer, lease or other disposition; (m16) agreements customary restrictions and conditions contained in existence with respect the document relating to a Restricted Subsidiary at the time it is so designated, any Lien so long as (i) such agreements Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred created for the purpose of financingavoiding the restrictions imposed by this clause (16); and (17) agreements entered into in connection with a Sale and Lease-Back Transaction entered into in the ordinary course of business or consistent with industry practice. For purposes of determining compliance with this Section 4.05, Expansion (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Expenditures and/or Development Projects Stock and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only (2) the subordination of loans or advances made to the asset (Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Person owning Issuer or any such asset) being financed pursuant Restricted Subsidiary shall not be deemed a restriction on the ability to such Indebtednessmake loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary to, directly or indirectly, Subsidiaries to create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company or any of its Capital StockRestricted Subsidiaries; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or (34) transfer any of its property or assets to the Company or to any other Restricted Subsidiary Each such encumbrance or restriction Subsidiary. (b) The restrictions in clauses (1), (2Section 4.08(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions hereof will not apply to encumbrances or restrictions: (1) in this Indenture and any other agreement, including the Credit Agreement, as the same are in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that such encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes when due (as determined in good faith by the Company); (2) imposed under any applicable documents or instruments pertaining to any current or future Secured Indebtedness permitted under this Indenture (and relating solely to assets constituting collateral thereunder or cash proceeds from or generated by such assets); (3) existing under or by reason of: of applicable law, rule, regulation or order (a) applicable law or required including requirements imposed by any Gaming Authority; (b) , Gaming Laws and any regulations, orders or decrees of any Gaming Authority or other applicable Governmental Authority), this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureNote Guarantees; (c4) customary non-assignment provisions on cash, Cash Equivalents or other deposits or net worth imposed under contracts entered into the ordinary course of any contractbusiness, license including such restrictions imposed by customers or lease of any Restricted insurance, surety or bonding companies; (5) with respect to a Foreign Subsidiary entered into in the ordinary course of business or pursuant to the terms of Indebtedness of a Foreign Subsidiary that was Incurred by such Restricted SubsidiaryForeign Subsidiary in compliance with the terms of this Indenture; (d6) contained in any instrument governing Acquired Debt Incurred license, permit or other accreditation with a regulatory authority entered into in connection the ordinary course of business; (7) contained in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (8) existing with an acquisition respect to any Person or the property or assets of any Person acquired by the Company or any of its Restricted Subsidiary in accordance Subsidiaries, or with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable respect to any Person, Person or the properties property or assets of any PersonPerson newly designated as a Restricted Subsidiary of the Company, existing at the time of such acquisition or designation and not incurred solely in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of the Person other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds assets of the Person so acquired or leaseddesignated; (e9) any restriction in the case of clause (4) of Section 4.08(a): (A) that restrict in a customary manner the subletting, assignment or encumbrance contained in contracts for the sale of Equity Interests transfer of any Subsidiary property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary to be consummated in accordance with not otherwise prohibited by this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractIndenture; (fC) any existing under or by reason of Capitalized Leases or purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien on that is permitted by this Indenture to be Incurred;property; or (gD) any encumbrance arising or restriction contained agreed to in Permitted Refinancing Indebtedness; provided that the provisions ordinary course of business, not relating to such encumbrance any Indebtedness, and that do not, individually or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment aggregate, detract from the value of the Company than the provisions relating to such encumbrance property or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i10) any restriction with respect to a Restricted Subsidiary and imposed by Indebtedness incurred under pursuant to an agreement that has been entered into for the Credit Facilities; provided that such restriction sale or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as disposition of all or substantially all of the Issue DateCapital Stock of, or property and assets of, such Restricted Subsidiary (including any restrictions on distributions or on the making of loans or advances by that Restricted Subsidiary pending its sale or other disposition); (j11) provisions with respect contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction is not materially more disadvantageous to the disposition Holders of the Notes than is customary in comparable financings (as determined by the Company), and (B) the encumbrances or distribution restrictions do not impair the ability of assets or property the Issuers to satisfy their obligations to make payments on the Notes (as determined in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited good faith by this Indenturethe Company); (k12) any restriction existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l13) which exist under or by reason of customary provisions contained in joint venture agreements and customary provisions in leases, in each case entered into in the ordinary course of business; (14) which exist under or by reason of Permitted Liens that limit the right of the debtor to transfer or otherwise dispose of the assets subject to such Liens; (15) which exist under or by reason of any Secured Hedge Agreement or any Secured Cash Management Agreement; provided that such encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company); (16) restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Company or its Restricted Subsidiaries in the ordinary course of business; (17) which exist under or by reason of contractual obligations which (i) exist on the Issue Date and (ii) to the extent contractual obligations permitted by clause (i) are set forth in an agreement evidencing Indebtedness, any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Holders of the Notes; (18) any agreement for other encumbrances or restrictions so long as such encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company); and (19) in connection with and pursuant to permitted extensions, refinancings, renewals or replacements of restrictions imposed pursuant to clauses (1) through (18) of this Section 4.08(b); provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect, taken as a whole, to the holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced. Nothing contained in this Section 4.08 will prevent the Company or any of its Restricted Subsidiaries from restricting the sale or other disposition of a property or assets of the Company or its Restricted Subsidiary Subsidiaries that restricts distributions by that secure Indebtedness of the Company or any of its Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessSubsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to any of its Restricted Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2ii) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3iii) sell, lease or transfer any of its property properties or assets to the Company or to any of its Restricted Subsidiary Each such encumbrance or restriction Subsidiaries. (b) The restrictions in clauses (1), (2Section 4.12(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law or required by any Gaming Authoritythe Note Documents; (bii) this Indentureapplicable law, rule, regulation, order, approval, license, permit or similar restriction (whether or not existing on the Notes and the Guarantees and other Issue Date); (iii) any instrument governing Indebtedness or Capital Stock of a person acquired by the Company or any Restricted Subsidiary ranking pari passu with Subsidiaries as in effect at the Notes; provided that time of such restrictions are no more restrictive taken as a whole than those imposed by this Indentureacquisition, except to the extent incurred in contemplation thereof; (civ) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary in leases entered into in the ordinary course of business of such Restricted Subsidiaryand consistent with past practices; (dv) any instrument governing Acquired Debt Incurred purchase money obligations for property acquired in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect ordinary course of business that impose restrictions on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leasedproperty; (evi) any restriction or encumbrance contained in contracts agreement for the sale or other disposition of Equity Interests of any Subsidiary or assets of the Company or any a Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (that restricts distributions by that Restricted Subsidiary pending its sale or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractother disposition; (fvii) any restrictions of the nature described in clause (3) above Permitted Refinancing Indebtedness with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurredterms are not materially more restrictive; (gviii) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing other permitted Indebtedness of the Company or its and Restricted Subsidiaries existing on the Issue Date, with terms that are customary and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and restrictive than other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a wholeIndebtedness terms; (iix) any restriction imposed by Indebtedness incurred under Permitted Liens that limit the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as right of the Issue Datedebtor to dispose of the assets subject to such Liens; (jx) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements respecting investments in a Permitted Business and other similar agreements not prohibited by this Indenture;entered into in the ordinary course of business; and (kxi) any restriction restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business;. (lc) any agreement for For purposes of determining compliance with this Section 4.12, the sale subordination of loans or other disposition of advances made to the Company or a Restricted Subsidiary that restricts distributions to other Indebtedness incurred by that the Company or any such Restricted Subsidiary pending shall not be deemed a restriction on the sale ability to make loans or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtednessadvances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any indebtedness owed to the Company or any of its Restricted Subsidiaries, (ii) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted Subsidiary; or Subsidiaries, or (3iii) transfer any of its property properties or assets to the Company or to any of its Restricted Subsidiary Each such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (aA) applicable law or required the provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by any Gaming Authority; such security agreements, (bB) the provisions of agreements governing Indebtedness incurred pursuant to clause (v) of the second paragraph of Section 4.09, (C) the Senior Credit Facility, this Indenture, the Notes, the Exchange Notes, the 2002 Notes, the 2002 Indenture, the May 2003 Notes, the May 2003 Indenture, the December 2003 Notes, the December 2003 Indenture, the November 2004 Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this November 2004 Indenture; , (cD) customary non-assignment provisions of any contractapplicable law, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (dE) any instrument governing Acquired Debt Incurred in connection with an acquisition Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary in accordance with this Indenture Subsidiaries as the same was in effect on at the date time of such Incurrence; provided that acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be consummated incurred, (F) by reason of customary non-assignment provisions in accordance leases entered into in the ordinary course of business and consistent with this Indenture solely past practices, (G) purchase money obligations for property acquired in respect the ordinary course of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any business that impose restrictions of the nature described in this clause (3iii) above of the preceding paragraph, (H) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (I) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the transfer sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (J) agreements relating to secured by a Lien that is Indebtedness otherwise permitted by this Indenture to be Incurred; incurred pursuant to 4.09 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness, (gK) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (L) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (M) any encumbrance or restriction contained in Permitted Refinancing Indebtednesswith respect to a Foreign Subsidiary pursuant to any agreement relating to Indebtedness Incurred by such Foreign Subsidiary; provided that such Indebtedness was permitted by the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders terms of the Notes in Indenture to be incurred, or (N) any material respect in the good faith judgment encumbrances or restrictions of the Company than the provisions relating type referred to such encumbrance or restriction contained in the Indebtedness being refinanced; clauses (hi), (ii) agreements governing Indebtedness and (iii) of the Company or its Restricted Subsidiaries existing on the Issue Date, and first paragraph under this covenant imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (A) through (M) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Company, no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenturesuch contract, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction instrument or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant obligation prior to such Indebtednessamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary that is not a Guarantor to:: (i) (1) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries that is a Guarantor on its Capital Stock; Equity Interests or with respect to any other interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries that is a Guarantor; (ii) make loans or advances to the Borrower or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; or (3b) transfer any of its property or assets to the Company or to any Restricted Subsidiary Each such encumbrance or restriction The restrictions in clauses (1), (2Section 6.2(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will shall not apply to encumbrances or restrictions existing restrictions: (i) set forth in any agreement evidencing or governing (1) Indebtedness of a Restricted Subsidiary that is not a Guarantor permitted to be incurred pursuant to Section 6.3 and any corresponding Organizational Documents of any such Restricted Subsidiary structured as a special purpose entity incurring such Indebtedness, (2) Secured Indebtedness permitted to be incurred pursuant to Sections 6.3 and 6.6 if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or by reason of: the assets intended to secure such Indebtedness, (a3) applicable law Indebtedness permitted to be incurred pursuant to Section 6.3(a) and Sections 6.3(b)(i), (ii), (xiv), (xv) and (xvii) (as it relates to Indebtedness in respect of Section 6.3(a) and Sections 6.3(b)(i), (ii), (xiv), (xv), (xviii), (xxi), (xxv), (xli) and/or (xlii)), and Sections 6.3(b)(xv), (xxi), (xxv), (xxxix), (xli) and/or (xlii) and (4) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing; (ii) arising under customary provisions restricting assignments, subletting or required by other transfers (including the granting of any Gaming Authority; (bLien) this Indenturecontained in leases, the Notes and the Guarantees subleases, licenses, sublicenses, joint venture agreements and other Indebtedness agreements entered into in the ordinary course of business; (iii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Equity Interests not otherwise prohibited under this Agreement; (iv) that are assumed in connection with any acquisition of property or the Equity Interests of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its Subsidiaries (including the Equity Interests of the Company relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (v) set forth in any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of agreement for any contract, license or lease disposition of any Restricted Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such disposition (which, for the avoidance of doubt, shall in no case relate to any of the FLNG2 Collateral); (vi) set forth in provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis; (vii) imposed by customary provisions in partnership agreements, limited liability company agreements, joint venture agreements, other organizational and governance documents and other similar agreements; (viii) on cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business of or for whose benefit such Restricted Subsidiarycash, other deposits or net worth or similar restrictions exist; (d1) arising pursuant to an agreement or instrument relating to any instrument Indebtedness permitted to be incurred after the Closing Date or (2) arising under customary separateness, bankruptcy remoteness and similar provisions included in governing Acquired Debt Incurred or other documents related to entities structured as special purpose entities in connection with an anticipation of financing arrangements, acquisition of assets or similar transactions, in each case, if the relevant restrictions, taken as a whole (as determined in good faith by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will Borrower) (A) are not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no materially less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company holders than the provisions relating to such encumbrance or restriction restrictions contained in this Agreement, (B) generally represent market terms at the Indebtedness being refinanced; (h) agreements governing Indebtedness time of the Company incurrence or its Restricted Subsidiaries existing on the Issue Datestructuring, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictiveas applicable, taken as a whole, with respect or (C) would not, in the good faith determination of senior management of the Borrower, at the time of incurrence or structuring, as applicable, materially impair the Borrower’s ability to such dividend and other payment restrictions than those contained in those agreements on pay the date of this Indenture, taken Obligations when due; (xi) arising under or as a whole; result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (ixii) arising in any restriction imposed by Indebtedness incurred under the Credit FacilitiesHedge Agreement and/or any agreement relating to Banking Services; provided that such restriction (xiii) relating to any asset (or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as all of the Issue Date; assets) of and/or the Equity Interests of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any disposition of such asset (jor assets) provisions with respect to and/or all or a portion of the disposition or distribution Equity Interests of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements the relevant Person that is not prohibited by the terms of this Indenture; Agreement; (kxiv) set forth in any restriction on cash agreement relating to any Permitted Lien that limits the right of the Borrower or any Restricted Subsidiary to dispose of or encumber the assets subject thereto; (xv) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other deposits agreement to which the Borrower or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; , consistent with past practice or consistent with industry norm; provided that such agreement (li) any agreement for prohibits the sale encumbrance of solely the property or other disposition assets of a the Borrower or such Restricted Subsidiary that restricts distributions by that are subject to such agreements, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary pending or the sale assets or other disposition; property of another Restricted Subsidiary or (mii) agreements would not, in existence the good faith of the Borrower, at the time such Indebtedness is incurred, materially impair the Borrower’s ability to make payments under the Loan Documents when due; (xvi) any encumbrance or restrictions with respect to a Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became or is redesignated as a Restricted Subsidiary at the time it is so designated, so long as Subsidiary; provided that such agreements are agreement was not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.an

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (1) (a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor on its Capital StockEquity Interests or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any of its Restricted Subsidiary Each such encumbrance or restriction in clauses (1), (2) or (3) above, Subsidiaries that is a “Payment Restriction.” However, Guarantor. The provisions of the preceding restrictions will first paragraph of this Section 4.08 shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions: (a) applicable law set forth in any agreement evidencing or required by governing (i) Indebtedness of a Restricted Subsidiary that is not a Guarantor permitted to be incurred pursuant to Section 4.09 and any Gaming Authoritycorresponding organizational documents of any such Restricted Subsidiary structured as a special purpose entity incurring such Indebtedness, (ii) Secured Indebtedness permitted to be incurred pursuant to Sections 4.09 and 4.12 if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness, (iii) Indebtedness permitted to be incurred pursuant to the first paragraph of Section 4.09 and clauses (a), (n), (q) (as it relates to Indebtedness in respect of the first paragraph of Section 4.09 and clauses (a), (b), (n), (o), (r), (u) and/or (y) of the second paragraph of Section 4.09), (o), (r), (u), (y) and/or (mm) of the second paragraph of Section 4.09 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing; (b) this Indenturearising under customary provisions restricting assignments, subletting or other transfers (including the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions granting of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (dLien) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Dateleases, and any amendmentssubleases, modificationslicenses, restatementssublicenses, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (lc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Equity Interests not otherwise prohibited under this Indenture; (d) that are assumed in connection with any acquisition of property or the Equity Interests of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its Subsidiaries (including the Equity Interests of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any disposition of any Restricted Subsidiary (or all or substantially all of the sale assets thereof) that restricts the payment of dividends or other disposition distributions or the making of a Restricted Subsidiary that restricts distributions cash loans or advances by that such Restricted Subsidiary pending such disposition; (f) set forth in provisions in agreements or instruments that prohibit the sale payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company agreements, joint venture agreements, other organizational and governance documents and other similar agreements; (h) on cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents that exist on the Issue Date, including pursuant to the Notes, the Note Guarantees, this Indenture, the South Power Bonds, the documentation governing the South Power Bonds and the guarantees thereof and, in each case, related documentation and related Derivative Transactions; (j) (y) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Issue Date or (z) arising under customary separateness, bankruptcy remoteness and similar provisions included in governing or other dispositiondocuments related to entities structured as special purpose entities in anticipation of financing arrangements, acquisition of assets or similar transactions, in each case, if the relevant restrictions, taken as a whole (as determined in good faith by the Issuer) (i) are not materially less favorable to the holders than the restrictions contained in the Notes, (ii) generally represent market terms at the time of incurrence or structuring, as applicable, taken as a whole, or (iii) would not, in the good faith determination of senior management of the Issuer, at the time of incurrence or structuring, as applicable, materially impair the Issuer’s ability to make payments under the Notes when due; (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to Banking Services; (m) agreements relating to any asset (or all of the assets) of and/or the Equity Interests of the Issuer and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in existence connection with any disposition of such asset (or assets) and/or all or a portion of the Equity Interests of the relevant Person that is not prohibited by the terms of this Indenture; (n) set forth in any agreement relating to any Permitted Lien that limits the right of the Issuer or any Restricted Subsidiary to dispose of or encumber the assets subject thereto; (o) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business, consistent with past practice or consistent with industry norm; provided that such agreement (i) prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are subject to such agreements, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary or (ii) would not, in the good faith of the Issuer, at the time such Indebtedness is incurred, materially impair the Issuer’s ability to make payments under the Notes when due; (p) any encumbrance or restrictions with respect to a Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became or is redesignated as a Restricted Subsidiary at the time it is so designated, so long as Subsidiary; provided that such agreements are agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming or contemplation being redesignated as a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuer or any Restricted Subsidiary other than the assets and property of such designationSubsidiary and its Subsidiaries; orand/or (nq) restrictions contained imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in Indebtedness used clauses (a) through (p) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Issuer, more restrictive with respect to financesuch restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or incurred for refinancing. For purposes of determining compliance with this Section 4.08, (1) the purpose priority of financing, Expansion Capital Expenditures and/or Development Projects any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only (2) the subordination of (including the application of any standstill requirements to) loans and advances made to the asset (Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Person owning Issuer or such asset) being financed pursuant Restricted Subsidiary shall not be deemed a restriction on the ability to such Indebtednessmake loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company or to any of its Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiaries. (1), (2b) or (3) above, a “Payment Restriction.” However, the preceding restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (a1) the Senior Credit Agreement, any Existing Indebtedness, Capital Stock or any other agreements or instruments, in each case, in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in the applicable law agreements or required by any Gaming Authorityinstruments as in effect on the Issue Date; (b2) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureGuarantees; (c3) customary non-assignment provisions of any contractapplicable law, license rule, regulation, order, approval, permit or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiarysimilar restriction; (d4) any instrument governing Acquired Debt Incurred in connection with an acquisition Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary in accordance with this Indenture Subsidiaries as the same was in effect on at the date time of such Incurrence; provided that acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assetsso acquired and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such as accessions and proceeds so acquired or leasedIndebtedness was permitted by the terms of this Indenture to be incurred; (e5) customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business; (6) any restriction or encumbrance contained in contracts agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of any the properties or assets of, a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition; (7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (8) Liens permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (9) the issuance of preferred stock by a Restricted Subsidiary or assets the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.09 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (10) other Indebtedness of the Company or any of its Restricted Subsidiary Subsidiaries permitted to be consummated incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing IndebtednessSection 4.09; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no not materially less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or and its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictiveSubsidiaries, taken as a whole, with respect to such dividend in the reasonable good faith judgment of the Chief Executive Officer and other payment restrictions Chief Financial Officer of the Company, than those the provisions contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Senior Credit Agreement as of in effect on the Issue Date; (j11) provisions Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (A) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (B) will not materially affect the disposition Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company; (12) customary provisions restricting subletting or distribution assignment of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by any lease governing a leasehold interest; (13) Hedging Obligations permitted from time to time under this Indenture; (k14) any restriction restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; and (15) with respect only to encumbrances or restrictions of the type referred to in clause (3) of Section 4.08(a): (A) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein; (lB) any agreement for provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale or agreements, sale-leaseback agreements, stock sale agreements and other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) similar agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into (1) in anticipation or contemplation the ordinary course of such designation; or (n) restrictions contained in Indebtedness used to financebusiness, or incurred for (2) with the purpose approval of financingthe Company’s Board of Directors, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply which limitations are applicable only to the asset assets, property or Capital Stock that are the subject of such agreements; and (C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the Person owning extent such assetencumbrance or restriction restricts the transfer of the property (including Capital Stock) being financed pursuant subject to such IndebtednessCapital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause Create or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (1i) pay dividends or make any other distributions on its Capital Stock; , or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Issuer or any of the Restricted Subsidiaries; (2ii) make loans or advances to Issuer or pay any Indebtedness of the Restricted Subsidiaries; or other obligations owed to the Company (iii) sell, lease or to any other Restricted Subsidiary; or (3) transfer any of its property properties or assets to Issuer or any of the Company or to any Restricted Subsidiary Each such encumbrance or restriction Subsidiaries. (a) The restrictions in clauses (1), (2this Section 7.10(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law or required by this Agreement and any Gaming AuthorityCredit Facility; (bii) this Indentureapplicable law, rule, regulation, order, approval, license or permit or similar restriction; (iii) restrictions existing on the Notes Effective Date and any amendments or modifications thereof that do not materially expand the Guarantees and other scope of any such restrictions; (iv) any instrument governing Indebtedness or Capital Stock of the Company a Person acquired by Issuer or any Restricted Subsidiary ranking pari passu with Subsidiaries as in effect at the Notes; provided that time of such restrictions are no more restrictive taken as a whole than those imposed by this Indentureacquisition, except to the extent incurred in contemplation thereof; (cv) customary non-assignment provisions of any contractin contracts, license leases, licenses and other commercial or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiarytrade agreements otherwise not prohibited under this Agreement; (dvi) Capital Lease Obligations, any instrument agreement governing Acquired Debt Incurred in connection with an acquisition by the Company purchase money obligations, security agreements or any mortgages securing Indebtedness of Issuer or a Restricted Subsidiary in accordance with this Indenture as to the same was in effect on the date of such Incurrence; provided that extent such encumbrance or restriction is not, and will not be, applicable to any Person, or restricts the properties or assets transfer of any Person, other than the Person and its Subsidiaries or the property subject to such Capital Lease Obligations, purchase money obligations, security agreements or assets, including directly related assets, such as accessions and proceeds so acquired or leasedmortgages; (evii) any restriction or encumbrance contained in contracts agreement for the sale or other disposition of Equity Interests of any Subsidiary or assets of the Company or any a Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (that restricts distributions by that Restricted Subsidiary pending its sale or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractother disposition; (fviii) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness with encumbrances or restrictions then contained in Indebtedness being refinanced that are no less favorable to the Holders of the Notes in any material respect not materially more restrictive, taken as a whole (as reasonably determined by Issuer), than those contained in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in agreements governing the Indebtedness being refinanced; (hix) agreements governing other permitted Indebtedness of the Company or its Issuer and Restricted Subsidiaries existing on the Issue Date, with terms that are customary and not materially more restrictive than terms of other Indebtedness of Issuer or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a wholeRestricted Subsidiaries; (ix) any restriction imposed by Indebtedness incurred under Permitted Liens that limit the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as right of the Issue Datedebtor to dispose of the assets subject to such Liens; (jxi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements relating to investments in a Permitted Business and other similar agreements not prohibited by this Indentureentered into in the ordinary course of business; (kxii) any restriction restrictions on cash or other deposits or net worth worth, which encumbrances or restrictions are imposed by customers or lessors suppliers or required by insurance, surety or bonding companies, in each case case, under contracts entered into in the ordinary course of business; (lxiii) any encumbrance or restriction arising in the ordinary course of business, not relating to any Indebtedness, that does not, individually or in the aggregate, materially detract from the value of the property of Issuer and Restricted Subsidiaries, taken as a whole, or adversely affect Issuer’s ability to make principal and interest payments under this Agreement, in each case, as determined in good faith by Issuer; and (xiv) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement for or arrangement referred to in clauses (i) through (xiii) of this Section 7.10(a); provided, however, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is not materially more restrictive, as reasonably determined by Issuer, with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (b) For purposes of determining compliance with this Section 7.10, the sale subordination of loans or other disposition of advances made to Issuer or a Restricted Subsidiary that restricts distributions to other Indebtedness incurred by that Issuer or any such Restricted Subsidiary pending shall not be deemed a restriction on the sale ability to make loans or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtednessadvances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: : (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; Equity Interests, (2b) make loans or advances to or pay any Indebtedness or other obligations obligation owed to the -44- Company or to any other Restricted Subsidiary; or Subsidiary or (3c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary Each Subsidiary, except for such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law or required by any Gaming Authoritylaw; (bii) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureNote Guarantees; (ciii) customary non-assignment provisions of any contract, license contract or any lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiarybusiness; (div) agreements existing on the Issue Date (including, without limitation, the Credit Agreement and the QwestDex Credit Agreement) as in effect on that date or any encumbrances or restrictions not more materially restrictive than the Credit Agreement as in effect on the Issue Date; (v) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (vi) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (vii) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such Indebtedness, which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary properties or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractPerson so acquired; (fviii) any customary encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing Indebtedness incurred under Section 4.06; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (x) Purchase Money Indebtedness incurred in compliance with Section 4.06 that impose restrictions of the nature described in clause (3c) above with respect to on the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred;acquired; and (gxi) any encumbrance encumbrances or restriction contained restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in Permitted Refinancing Indebtednessclauses (i) through (x) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect refinancings are, in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness QCII's Board of the Company or its Restricted Subsidiaries existing on the Issue DateDirectors, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, materially restrictive with respect to such dividend encumbrances and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant prior to such Indebtednessamendment or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (1) (a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor on its Capital StockEquity Interests or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any of its Restricted Subsidiary Each such encumbrance or restriction in clauses (1), (2) or (3) above, Subsidiaries that is a “Payment Restriction.” However, Guarantor. The provisions of the preceding restrictions will first paragraph of this Section 4.08 shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions: (a) applicable law set forth in any agreement evidencing or required by governing (i) Indebtedness of a Restricted Subsidiary that is not a Guarantor permitted to be incurred pursuant to Section 4.09, (ii) Secured Indebtedness permitted to be incurred pursuant to Sections 4.09 and 4.12 if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness, (iii) Indebtedness permitted to be incurred pursuant to the first paragraph of Section 4.09 and clauses (n), (q) (as it relates to Indebtedness in respect of the first paragraph of Section 4.09 and clauses (a), (b), (n), (o), (r), (u), (y) and/or (bb) of the second paragraph of Section 4.09), (r), (u), (y), (aa) and/or (bb) of the second paragraph of Section 4.09 and (iv) any Gaming AuthorityPermitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing; (b) this Indenturearising under customary provisions restricting assignments, subletting or other transfers (including the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions granting of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (dLien) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Dateleases, and any amendmentssubleases, modificationslicenses, restatementssublicenses, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (lc) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Equity Interests not otherwise prohibited under this Indenture; (d) that are assumed in connection with any acquisition of property or the Equity Interests of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its Subsidiaries (including the Equity Interests of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any disposition of any Restricted Subsidiary (or all or substantially all of the sale assets thereof) that restricts the payment of dividends or other disposition distributions or the making of a Restricted Subsidiary that restricts distributions cash loans or advances by that such Restricted Subsidiary pending such disposition; (f) set forth in provisions in agreements or instruments that prohibit the sale payment of dividends or the making of other dispositiondistributions with respect to any class of Equity Interests of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements; (h) on cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents that exist on the Issue Date, including pursuant to the Senior Credit Facilities, the Notes, the Note Guarantees, this Indenture, the Existing Notes, the guarantees thereof and the agreements governing the Existing Notes and, in each case, related documentation and related Derivative Transactions; (j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Issue Date if the relevant restrictions, taken as a whole (as determined in good faith by the Issuer) (i) are not materially less favorable to the holders than the restrictions contained in the Notes, (ii) generally represent market terms at the time of incurrence of the relevant Indebtedness, taken as a whole (as determined in good faith by the Issuer) or (iii) would not, in the good faith of the Issuer, at the time such Indebtedness is incurred, materially impair the Issuer’s ability to make payments under the Notes when due; (k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to Banking Services; (m) agreements relating to any asset (or all of the assets) of and/or the Equity Interests of the Issuer and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in existence connection with any disposition of such asset (or assets) and/or all or a portion of the Equity Interests of the relevant Person that is not prohibited by the terms of this Indenture; (n) set forth in any agreement relating to any Permitted Lien that limits the right of the Issuer or any Restricted Subsidiary to dispose of or encumber the assets subject thereto; (o) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business, consistent with past practice or consistent with industry norm; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are subject to such agreements, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (p) any encumbrance or restrictions with respect to a Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became or is redesignated as a Restricted Subsidiary at the time it is so designated, so long as Subsidiary; provided that such agreements are agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming or contemplation being redesignated as a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuer or any Restricted Subsidiary other than the assets and property of such designationSubsidiary and its Subsidiaries; orand/or (nq) restrictions contained imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in Indebtedness used clauses (a) through (p) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Issuer, more restrictive with respect to financesuch restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or incurred for refinancing. For purposes of determining compliance with this Section 4.08, (1) the purpose priority of financing, Expansion Capital Expenditures and/or Development Projects any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only (2) the subordination of (including the application of any standstill requirements to) loans and advances made to the asset (Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Person owning Issuer or such asset) being financed pursuant Restricted Subsidiary shall not be deemed a restriction on the ability to such Indebtednessmake loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Borrower or any of its Restricted Subsidiaries or pay any indebtedness owed to the Borrower or any of its Restricted Subsidiaries; (2) make loans or advances to the Borrower or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3) transfer any of its property properties or assets to the Company Borrower or to any of its Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiaries. (1), (2b) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) Existing Indebtedness and the Nortek Credit Agreement; (2) this Agreement, the Loans and the Loan Guarantees, if any, or by other Indebtedness of the Borrower or a Guarantor, if any, which is pari passu in right of payment with the Loans or the Loan Guarantees, as applicable, incurred pursuant to Section 6.06; provided that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in this Agreement; (3) applicable law or required by any Gaming Authorityregulation; (b4) this Indenture, any agreements or instruments governing Indebtedness or Capital Stock of a Person acquired by the Notes and the Guarantees and other Indebtedness of the Company Borrower or any of its Restricted Subsidiary ranking pari passu with Subsidiaries as in effect at the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business time of such Restricted Subsidiary; acquisition (d) any instrument governing Acquired Debt Incurred except to the extent such Indebtedness or Capital Stock was incurred or issued, as the case may be, in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date contemplation of such Incurrence; provided that such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assetsso acquired; provided that, in the case of Indebtedness, such as accessions and proceeds so acquired or leasedIndebtedness was permitted by the terms of this Agreement to be incurred; (e5) any restriction or encumbrance contained Indebtedness incurred by Restricted Subsidiaries in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance compliance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing IndebtednessSection 6.06; provided that either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not less favorable to the Borrower in any material respect as determined by the Board of Directors of the Borrower in its good faith judgment than the provisions contained in the Nortek Credit Agreement and the Senior Subordinated Notes Indenture in each case, as in effect on the Closing Date, or (ii) any encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Board of Directors of the Borrower in its good faith judgment, to make payments of cash interest on Loans after the fifth anniversary of the Closing Date; (6) customary non-assignment provisions in leases, licenses and other agreements entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in Section 6.11(a)(3); (8) an agreement entered into for the sale or disposition of Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets or the granting of an option to purchase specified assets (in either case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold); (9) Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect more restrictive, taken as a whole, than those contained in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in agreements governing the Indebtedness being refinanced; (h10) agreements governing Permitted Liens securing Indebtedness of the Company Borrower or its Liens securing Indebtedness of any Restricted Subsidiaries existing Subsidiary, in each case, that limit the right of the debtor to dispose of the assets subject to such Lien; (11) customary limitations on the Issue Datedisposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (12) any Purchase Money Note, and or other Indebtedness or contractual requirements of a Receivables Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions only apply to such Receivables Subsidiary; (13) cash or other deposits or net worth imposed by customers or agreements entered into in the ordinary course of business; (14) customary provisions in joint venture agreements; (15) Indebtedness of a Foreign Restricted Subsidiary permitted to be incurred under this Agreement; and (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those the agreements, contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are no are, in the good faith judgment of the Borrower's Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those the dividend or other payment restrictions contained in those agreements the contracts, agreements, instruments or obligations referred to in clauses (1) through (15) above prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided further, however, that with respect to contracts, agreements, instruments or obligations existing on the date Closing Date, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of this Indenturethe Borrower's Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that , than such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to financesuch contracts, instruments or incurred for obligations as in effect on the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessClosing Date.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) pay dividends or make any other distributions on its Capital StockStock to the Issuer or any other Restricted Subsidiary or pay any Indebtedness owed to the Issuer or any other Restricted Subsidiary; (b) make any loans or advances to, or guarantee any Indebtedness of, the Issuer or any other Restricted Subsidiary, or (c) Transfer any of its assets to the Issuer or any other Restricted Subsidiary, except: (1) any encumbrance or restriction (A) pursuant to an agreement in effect at or entered into on the Issue Date (including this Indenture and the Credit Agreement), as such encumbrance or restriction is in effect on the Issue Date and (B) in the Credit Agreement having the effect of restricting Issuer or any Restricted Subsidiary from taking any of the actions described in clauses (a), (b), or (c) above with respect to Parent or any intermediate holding company between the Issuer and Parent; (2) make loans or advances any Lien permitted under this Indenture that restricts the Transfer of assets which are subject to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; orsuch Lien; (3) transfer restrictions on the Transfer of assets imposed under any agreement to sell such assets permitted under this Indenture pending the closing of its property or assets to the Company or to any Restricted Subsidiary Each such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law or required by any Gaming Authoritysale; (b) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (d4) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such Indebtedness, which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds assets of the Person so acquired or leasedacquired; (e5) any restriction customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the Transfer of ownership interests in or encumbrance contained in contracts for the sale payment of Equity Interests of any Subsidiary dividends or assets of the Company distributions from such partnership, limited liability company, joint venture or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractsimilar Person; (f6) any Purchase Money Indebtedness and Capital Lease Obligations incurred pursuant to clause (8) of Section 4.09(b) that impose restrictions of the nature described in clause (3c) above with respect to on the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurredacquired; (g7) any encumbrance encumbrances or restriction contained restrictions imposed by any amendments or Refinancings of the contracts, instruments or obligations referred to in Permitted Refinancing Indebtednessclause (1), (4) or (6) above or clause (11) below; provided that the provisions relating to such encumbrance amendments or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect Refinancings are, in the good faith judgment of the Company Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or Refinancing; (8) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the provisions relating to ordinary course of business; (9) any such encumbrance or restriction contained consisting of customary provisions in leases governing leasehold interests to the Indebtedness being refinancedextent such provisions restrict the Transfer of the lease or the property leased thereunder; (h10) agreements governing Indebtedness customary provisions in leases, subleases, licenses, sublicenses and service contracts in the ordinary course of business of the Company or its Issuer and the Restricted Subsidiaries existing on between the Issue Date, Issuer or any Restricted Subsidiary and its customers and other contracts restricting the assignment thereof; (11) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings agreement as in effect at the time any Person becomes a Subsidiary of those agreementsthe Issuer; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (12) any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under this Indenture so long as such prohibitions or limitations are only with respect to the amendmentsproperties and revenues of such Subsidiary or any Subsidiary of such Foreign Subsidiary; (13) any encumbrance or restriction existing under Non-Recourse Securitization Entity Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions only apply to such Securitization Entity; and (14) indentures, modificationsagreements, restatementsnotes, renewals, increases, supplements, refundings, replacement or refinancings instruments and other documents governing Indebtedness permitted to be incurred under this Indenture so long as the restrictions imposed pursuant to such Indebtedness are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those restrictions contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of Facilities on the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions distribution on its Capital Stock;, (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; , (3) make any Investment in the Company or any other Restricted Subsidiary or (34) transfer any of its property properties or assets to the Company or to any other Restricted Subsidiary Each such Subsidiary. (b) However, paragraph (a) above shall not prohibit any encumbrance or restriction in clauses (1)created, (2) existing or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing becoming effective under or by reason of: (a1) applicable law or required by any Gaming Authority; agreement (b) including with respect to the Credit Agreement, this Indenture, the Notes and the Guarantees Guarantees) in effect on the date of this Indenture; (2) any agreements or instruments with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and other Indebtedness 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 ranking pari passu with the Notes; provided that other than such restrictions are no more restrictive taken as Subsidiary which is becoming a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (d3) any instrument agreement governing any Indebtedness permitted by clause (7) of the definition of Permitted Debt as to the assets financed with the proceeds of such Indebtedness; (4) any agreements or instruments governing any Acquired Debt Incurred in connection or other agreement of any entity related to assets acquired by or merged into or consolidated with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture Subsidiaries, so long as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not(A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and will (B) is not be, applicable to any Person, or the properties or assets of any Personperson, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assetsso acquired, so long as the agreement containing such as accessions and proceeds so acquired or leasedrestriction does not violate any other provision of this Indenture; (e5) applicable law or any restriction requirement of any regulatory body; (6) security documents evidencing any Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (7) customary non-assignment provisions in leases, licenses or encumbrance contained in contracts contracts; (8) customary agreements entered into for the sale or disposition of Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of Equity Interests specific assets that are permitted to be incurred under Section 4.11 hereof and that limit the transfer of any Subsidiary such assets or assets Capital Stock pending their sale or other disposition; (9) other Indebtedness of the Company or any Restricted Subsidiary to be consummated that is pari passu in accordance right of payment with this Indenture solely in respect of Equity Interests (the Notes or assets of such Restricted Subsidiary) or assets to be sold the Guarantees, incurred under an indenture pursuant to such contractSection 4.07 hereof; provided that the encumbrances and restrictions are no more restrictive in any material respect, taken as a whole, than those contained in this Indenture; (f10) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction restrictions contained in any the agreements governing such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes more restrictive in any material respect respect, taken as a whole, than those contained in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in agreements governing the Indebtedness being refinanced; (h11) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business;; and (l12) any agreement for agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces the sale agreements containing the encumbrances or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending restrictions in the sale or other disposition; foregoing clauses (m1) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or through (n) restrictions contained in Indebtedness used to finance11), or incurred for in this clause (12); provided that the purpose terms and conditions of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness any such encumbrances or restrictions are no more restrictive in any material respect thereof, provided, that such restrictions apply only taken as a whole than those under or pursuant to the asset (agreement so extended, renewed, refinanced or the Person owning such asset) being financed pursuant to such Indebtednessreplaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (1) pay dividends or make any other distributions on its Capital StockStock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company or to any of its Restricted Subsidiary Each such encumbrance or restriction Subsidiaries. (b) The restrictions in clauses (1), (2Section 4.08(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law contractual encumbrances or required by restrictions of the Company or any Gaming Authorityof its Restricted Subsidiaries (i) in effect on the Issue Date or (ii) pursuant to the Opco Credit Agreement and other documents relating to the Opco Credit Agreement; (b2) this Indenture, the Notes and the Note Guarantees (if any, and any additional notes and related guarantees); (3) agreements governing other Indebtedness permitted to be incurred under the provisions of the Company Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or any Restricted Subsidiary ranking pari passu with the Notesrefinancings of those agreements; provided that such the restrictions therein either (i) are no not materially more restrictive taken as a whole than those imposed contained in agreements governing Indebtedness in effect on the Issue Date, or (ii) are not materially more disadvantageous to Holders of the Notes than is customary in comparable financings (as determined by this Indenturethe Company in good faith) and either (x) the Company determines (in good faith) that such encumbrance or restriction will not affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions apply only during the continuance of a default relating to such Indebtedness; (c4) customary non-assignment provisions of any contractapplicable law, rule, regulation, order, approval, license permit or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiarysimilar restriction; (d5) any instrument governing Acquired Debt Incurred in connection with an acquisition of a Person acquired by the Company or any of its Restricted Subsidiary in accordance with this Indenture Subsidiaries as the same was in effect on at the date time of such Incurrence; provided that acquisition (except to the extent such instrument was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assetsso acquired; provided that, in the case of Indebtedness, such as accessions and proceeds so acquired or leasedIndebtedness was permitted by the terms of this Indenture to be incurred; (e6) any restriction customary non-assignment or encumbrance contained sub-letting provisions in contracts, leases, subleases and licenses entered into in the ordinary course of business; (7) purchase money obligations, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (8) contracts for the sale or other disposition of Equity Interests Capital Stock or assets, including any agreement for the sale or other disposition of a Restricted Subsidiary of all or substantially all of the assets of such Restricted Subsidiary in compliance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (9) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness (i) are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (ii) are not materially more disadvantageous to Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith) and either (x) the Company determines (in good faith) that such encumbrance or restriction will not affect the Company’s ability to make principal or interest payments on the notes or (y) such encumbrances or restrictions apply only during the continuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness; (10) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Liens permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (14) other Indebtedness of Restricted Subsidiaries that are non-Guarantors that is incurred subsequent to the Issue Date pursuant to Section 4.09 hereof; provided that any such Indebtedness incurred by Restricted Subsidiaries that are not guarantors formed or acquired after the Issue Date shall only contain customary encumbrances or restrictions no more restrictive, taken as a whole, than those in effect on the Issue Date; (15) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary of the Company; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary of the Company and any such encumbrance or restriction does not extend to any assets or property of the Company of any Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (16) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its the ability of the Company or such Restricted Subsidiaries existing on Subsidiary to realize such value, or to make any distributions relating to such property or assets in each case in any material respect, and (17) any encumbrances or restrictions of the Issue Datetype referred to in Sections 4.08(a)(1), (2) and (3) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Company, no more restrictive, taken restrictive as a whole, whole with respect to such dividend and other payment restrictions than those contained in those agreements on the date dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Indenturecovenant, taken as a whole; (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction imposed by Indebtedness incurred under on the Credit Facilities; provided that such restriction ability to make distributions on Capital Stock and (ii) the subordination of loans or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect advances made to the disposition Company or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions of the Company to other Indebtedness incurred by that the Company or any such Restricted Subsidiary pending shall not be deemed a restriction on the sale ability to make loans or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtednessadvances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries that is not a Guarantor to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1A) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Borrower or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3iii) sell, lease or transfer any of its property properties or assets to the Company Borrower or to any of its Restricted Subsidiary Each such encumbrance or restriction Subsidiaries. (b) The restrictions in clauses (1), (2Section 6.06(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will hereof shall not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law contractual encumbrances or required by any Gaming Authorityrestrictions in effect on the Closing Date, including pursuant to the Senior Credit Facilities and the related documentation, the Existing Senior Notes and the related documentation, and Hedging Obligations; (bii) this the Senior Exchange Notes Indenture, the Senior Exchange Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indentureguarantees thereof; (ciii) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of such Restricted Subsidiarythe nature discussed in clause (iii) of Section 6.06(a) hereof on the property so acquired; (div) applicable law or any applicable rule, regulation or order; (v) any agreement or other instrument governing Acquired Debt Incurred of a Person acquired by the Borrower or any of its Restricted Subsidiaries in existence at the time of such acquisition or assumed in connection with an the acquisition by the Company or of assets from such Person (but, in any Restricted Subsidiary such case, not created in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries Subsidiaries, or the property or assets, including directly related assets, such as accessions and proceeds assets of the Person so acquired or leasedand its Subsidiaries; (evi) any restriction or encumbrance contained in contracts for the sale of Equity Interests assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 6.07 and Section 6.10 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 6.07 hereof; (x) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture; (xi) customary provisions contained in leases, licenses or similar agreements, including, but not limited to, with respect to intellectual property, in each case, entered into in the ordinary course of business; (xii) restrictions created in connection with any Subsidiary Qualified Securitization Facility; provided that such restrictions are, in the good faith determination of the Borrower, necessary or advisable to effect such Qualified Securitization Facility; (xiii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company Borrower or any such Restricted Subsidiary that are the subject to be consummated in accordance with this Indenture solely in respect such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Equity Interests (the Borrower or assets of such Restricted Subsidiary or the assets or property of another Restricted Subsidiary) or assets to be sold pursuant to such contract; (fxiv) any restrictions other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiaries of the nature described in clause (3) above with respect Borrower permitted to be incurred or issued, as applicable, subsequent to the transfer of assets secured by a Lien that is permitted by this Indenture Closing Date pursuant to be Incurred;Section 6.07 hereof and, in each case: (gA) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness Indebtedness, Disqualified Stock or Preferred Stock are no not materially less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company Borrower, taken as a whole, than the provisions relating to such contained in the Senior Credit Facilities as in effect on the Closing Date; or (B) any encumbrance or restriction contained in such Indebtedness, Disqualified Stock or Preferred Stock does not prohibit (except upon a default or event of default thereunder) the Indebtedness being refinanced;payment of dividends in an amount sufficient to make scheduled payments of interest (other than to the extent any such payment is permitted to be made in the form of PIK Interest) on the Loans when due; and (hxv) agreements governing Indebtedness any encumbrances or restrictions of the Company or its Restricted Subsidiaries existing on the Issue Datetype referred to in clauses (i), (ii) and (iii) of Section 6.06(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xiv) of this Section 6.06(b); provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Borrower, no more restrictive, taken as a whole, restrictive with respect to such dividend encumbrance and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant those prior to such Indebtednessamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to Company or any Restricted Subsidiary, or pay any Indebtedness owed to Company or any Restricted Subsidiary; (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or (3) sell, lease or transfer any of its property properties or assets to the Company or to any Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiary. (1), (2b) or (3) above, a “Payment Restriction.” However, the preceding restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (a1) the Senior Credit Agreement, any Existing Indebtedness, Capital Stock or any other agreements or instruments, in each case in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the applicable law agreements or required by any Gaming Authorityinstruments as in effect on the Issue Date; (b2) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureGuarantees; (c3) customary non-assignment provisions of any contractapplicable law, license rule, regulation, order, approval, permit or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiarysimilar restriction; (d4) any instrument governing Acquired Debt Incurred in connection with an acquisition Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on at the date time of such Incurrence; provided that acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assetsso acquired and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such as accessions and proceeds so acquired or leasedIndebtedness was permitted by the terms of this Indenture to be incurred; (e5) customary non-assignment provisions in contracts, leases, licenses and sublicenses (including, without limitation, licenses of intellectual property) and provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements) relating to leasehold interests in oil and gas properties) of the Company or any Restricted Subsidiary; (6) any restriction or encumbrance contained in contracts agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of any the properties or assets of, a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition; (7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (8) Liens permitted to be incurred under the provisions of Section 3.6 that limit the right of the debtor to dispose of the assets subject to such Liens and the security documents relating thereto; (9) the issuance of preferred stock by a Restricted Subsidiary or assets the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant Section 3.2 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (10) other Indebtedness of the Company or any Restricted Subsidiary permitted to be consummated incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; Section 3.2 provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no not materially less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or and its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictiveSubsidiaries, taken as a whole, with respect to such dividend in the reasonable good faith judgment of the Chief Executive Officer and other payment restrictions Chief Financial Officer of the Company, than those the provisions contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Senior Credit Agreement or any other agreement described in Section 3.4(b)(1) as of in effect on the Issue Date; (j11) provisions Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (a) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (b) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good-faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company; (12) Hedging Obligations permitted from time to time under this Indenture; (13) restrictions on cash or other deposits or net worth or similar requirements imposed by customers, suppliers and landlords or surety, insurance or bonding companies; (14) customary restrictions on the disposition or distribution of assets or property in agreements entered into in the ordinary course of the oil and gas business of the types described in the definition of Permitted Business Investments; (15) provisions limiting the disposition or distribution of assets or property in, or transfer of assets (including Capital Stock) in, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, sale-leaseback operating agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the oil and gas business and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into (i) in the ordinary course of business, or (ii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements; (l16) any agreement for the sale or other disposition instrument of a Restricted Unrestricted Subsidiary that restricts distributions by is designated a Restricted Subsidiary, in each case that Restricted Subsidiary pending the sale or other disposition; (m) agreements is in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as of such agreements are designation (but not entered into created in anticipation or contemplation of such designationor in connection thereof); orand (n17) restrictions contained in Indebtedness used to financeCapital Lease Obligations, security agreements, mortgages, purchase money agreements or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only similar instruments to the asset extent such encumbrance or restriction restricts the transfer of the property (or the Person owning such assetincluding Capital Stock) being financed pursuant subject to such IndebtednessCapital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary to, directly or indirectly, Subsidiaries to create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company or any of its Capital StockRestricted Subsidiaries; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or (34) transfer any of its property or assets to the Company or to any other Restricted Subsidiary Each such encumbrance or restriction Subsidiary. (b) The restrictions in clauses (1), (2Section 4.08(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions hereof will not apply to encumbrances or restrictions: (1) in this Indenture and any other agreement, including the Credit Agreement, as the same are in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect, taken as a whole, to the holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced; (2) imposed under any applicable documents or instruments pertaining to any current or future Secured Indebtedness permitted under this Indenture (and relating solely to assets constituting collateral thereunder or cash proceeds from or generated by such assets); (3) existing under or by reason of: (a) of applicable law or required by any Gaming Authority; (b) law, this Indenture, the Notes and the Guarantees and Note Guarantees; (4) on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies; (5) with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness of the Company or any Restricted a Foreign Subsidiary ranking pari passu that was Incurred by such Foreign Subsidiary in compliance with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by terms of this Indenture; (c6) customary non-assignment provisions of contained in any contractlicense, license permit or lease of any Restricted Subsidiary other accreditation with a regulatory authority entered into in the ordinary course of business of such Restricted Subsidiarybusiness; (d7) contained in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (8) existing with respect to any instrument governing Acquired Debt Incurred in connection with an acquisition Person or the property or assets of any Person acquired by the Company or any of its Restricted Subsidiary in accordance with this Indenture as Subsidiaries, existing at the same was in effect on the date time of such Incurrence; provided that such encumbrance acquisition and not incurred in contemplation thereof, which encumbrances or restriction is not, and will restrictions are not be, applicable to any Person, Person or the properties property or assets of any Person, the Person other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds assets of the Person so acquired or leasedacquired; (e9) any restriction in the case of clause (4) of Section 4.08(a): a. that restrict in a customary manner the subletting, assignment or encumbrance contained in contracts for the sale of Equity Interests transfer of any Subsidiary property or asset that is a lease, license, conveyance or contract or similar property or asset; b. existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; c. existing under or by reason of Capital Leases or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property; or d. arising or agreed to be consummated in accordance with this Indenture solely the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in respect the aggregate, detract from the value of Equity Interests (property or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i10) any restriction with respect to a Restricted Subsidiary and imposed by Indebtedness incurred under pursuant to an agreement that has been entered into for the Credit Facilities; provided that such restriction sale or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as disposition of all or substantially all of the Issue DateCapital Stock of, or property and assets of, such Restricted Subsidiary (including a restriction on distributions by that Restricted Subsidiary pending its sale or other disposition); (j11) provisions with respect contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: a. the encumbrance or restriction is not materially more disadvantageous to the disposition Holders than is customary in comparable financings (as determined by the Company, and b. the Company determines that any such encumbrance or distribution of assets restriction will not materially affect the Company's ability to make principal or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indentureinterest payments on the Notes; (k12) any restriction existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l13) customary provisions contained in joint venture agreements and customary provisions in leases, in each case entered into in the ordinary course of business; (14) any agreement for encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; or (15) in connection with and pursuant to permitted extensions, refinancings, renewals or replacements of restrictions imposed pursuant to clauses (1) through (14) of this paragraph; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect, taken as a whole, to the holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced. Nothing contained in this Section 4.08 will prevent the Company or any of its Restricted Subsidiaries from restricting the sale or other disposition of a property or assets of the Company or its Restricted Subsidiary Subsidiaries that restricts distributions by that secure Indebtedness of the Company or any of its Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessSubsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: : (1) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company or any of its Capital Stock; Restricted Subsidiaries; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or Subsidiary; or (34) transfer any of its property or assets to the Company or to any other Restricted Subsidiary Each such encumbrance Subsidiary. (b) The restrictions in Section 4.07(a) hereof will not restrict any encumbrances or restriction in clauses restrictions: (1)) in this Indenture, the Notes, the Note Guarantees, and any other agreement, including the Park Loan Documents, the Existing Indentures and the Existing Notes, as the same are in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that in the case of any such extensions, refinancings, renewals or replacements of such agreements, the related encumbrances or restrictions either (i) do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes when due (as determined in good faith by the Company) or (ii) are substantially similar or less restrictive, in the aggregate, to the encumbrances and restrictions set forth in the Park Loan Documents; (2) imposed under any applicable documents or instruments pertaining to any current or future Secured Indebtedness permitted under this Indenture (and relating solely to assets constituting collateral thereunder or cash proceeds from or generated by such assets or direct or indirect ownership of Persons obligated thereunder); (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: of applicable law, rule, regulation or order; (a4) applicable law on cash, Cash Equivalents or required by any Gaming Authority; (b) this Indentureother deposits or net worth imposed under contracts entered into the ordinary course of business, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that including such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; customers or insurance, surety or bonding companies; (c5) customary non-assignment provisions of any contractwith respect to a Foreign Subsidiary, license or lease of any Restricted Subsidiary entered into in the ordinary course of business or pursuant to the terms of Indebtedness of a Foreign Subsidiary that was Incurred by such Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Foreign Subsidiary in accordance compliance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date terms of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.Indenture;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Parent Guarantor will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits; (2) pay any Debt owed to the Parent Guarantor or any other Restricted Subsidiary; (3) make loans or advances to the Parent Guarantor or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or (34) transfer any of its property properties or assets to the Company Parent Guarantor or any other Restricted Subsidiary, provided that (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (ii) the subordination of (including the application of any standstill requirements to) loans or advances made to the Parent Guarantor or any Restricted Subsidiary Each to other Debt Incurred by the Parent Guarantor or any Restricted Subsidiary will not be deemed to constitute such an encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restrictionrestriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law or required by any Gaming Authority; (b) The provisions of Section 4.08(a) hereof will not apply to: (1) encumbrances and restrictions imposed by the Notes, this Indenture, the Notes and Guarantees, the Guarantees and other Indebtedness of Credit Facilities, the Company Intercreditor Agreement or the Security Documents; (2) encumbrances or restrictions imposed by Debt permitted to be Incurred under Credit Facilities or any Restricted Subsidiary ranking pari passu guarantee thereof in accordance with the NotesSection 4.09 hereof; provided that in the case of any such encumbrances or restrictions imposed under any Credit Facility, such encumbrances or restrictions are no not materially more restrictive taken as a whole than those imposed by this Indenturethe Credit Agreement as of the Issue Date; (c3) encumbrances or restrictions contained in any agreement in effect on the Issue Date; (4) with respect to restrictions or encumbrances referred to in Section 4.08(a)(4) hereof, encumbrances and restrictions (i) that restrict in a customary non-manner the subletting, assignment provisions or transfer of any contractproperties or assets that are subject to a lease, license license, conveyance or lease of other similar agreement to which the Parent Guarantor or any Restricted Subsidiary entered into is a party or (ii) contained in operating leases for real property and restricting the transfer of such real property upon the occurrence and during the continuance of a default in the ordinary course payment of business of such Restricted Subsidiaryrent; (d5) encumbrances or restrictions contained in any agreement or other instrument governing Acquired Debt Incurred in connection with an acquisition of a Person or relating to assets acquired by the Company Parent Guarantor or any Restricted Subsidiary in accordance with this Indenture as effect at the same was in effect on the date time of such Incurrence; provided that such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assets, such as accessions and proceeds so acquired or leasedacquired; (e6) any restriction encumbrances or encumbrance restrictions contained in contracts for the sale sales of Equity Interests of any Subsidiary Capital Stock or assets of permitted by Section 4.10 hereof with respect to the Company assets or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets Capital Stock to be sold pursuant to such contract or in customary merger or acquisition agreements (or any option to enter into such contract) for the purchase or acquisition of Capital Stock or assets or any of the Parent Guarantor’s Subsidiaries by another Person; (f7) any encumbrances or restrictions of the nature described in clause (3) above with respect to the transfer of assets secured imposed by a Lien that is permitted applicable law or regulation or by this Indenture to be Incurredgovernmental licenses, concessions, franchises or permits; (g8) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under contracts entered into the ordinary course of business; (9) encumbrances or restrictions in customary provisions in joint venture and similar agreements entered into in good faith; provided that (x) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements (as determined in good faith by the Parent Guarantor) and (y) the Parent Guarantor determines in good faith that any such encumbrance or restriction will not materially affect the ability of the Parent Guarantor or any Guarantor to make any principal or interest payments on the Notes; (10) in the case of Section 4.08(a)(4) hereof, customary encumbrances or restrictions in connection with purchase money obligations, mortgage financings and Capitalized Lease Obligations for property acquired in the ordinary course of business; (11) any encumbrance or restriction contained arising by reason of customary non-assignment provisions in Permitted Refinancing Indebtedness; provided that the provisions relating to such agreements; (12) any encumbrance or restriction pursuant to an agreement or instrument effecting a refunding, replacement or refinancing of Debt Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in Section 4.08(b)(1), (2), (3), (5), (9) or (10) hereof (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Permitted Refinancing Indebtedness agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in such Initial Agreement (as determined in good faith by the Parent Guarantor); (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Debt permitted to be Incurred pursuant to Section 4.09 hereof if either (i) the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of than the Notes in any material respect encumbrances and restrictions contained in the Initial Agreements (as determined in good faith judgment of by the Company than the provisions relating to Parent Guarantor) or (ii) such encumbrance or restriction contained is customary in comparable financings (as determined in good faith by the Indebtedness being refinancedParent Guarantor) and either: (x) the Parent Guarantor determines that such encumbrance or restriction will not materially affect the Parent Guarantor’s ability to make principal or interest payments on the Notes as and when they come due or (y) such encumbrance or restriction applies only if a default occurs relating to such Debt; (h14) agreements governing Indebtedness of the Company any encumbrances or its Restricted Subsidiaries existing on the Issue Date, and restrictions imposed by any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (12) or (13) of this Section 4.08(b); provided that the such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Parent Guarantor’s Board of Directors, no more restrictive, restrictive (taken as a whole, ) with respect to such dividend and other payment encumbrances or restrictions in any material respect than those contained in those agreements on the date of this Indentureencumbrances or restrictions prior to such amendment, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction modification, restatement, renewal, extension, increase, supplement, refunding, replacement or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designationrefinancing; or (n15) with respect to restrictions contained or encumbrances referred to in Indebtedness used to financeSection 4.08(a)(4) hereof, encumbrances or incurred for the purpose restrictions existing by reason of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtednessany Lien permitted under Section 4.12 hereof.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock;, (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; , or (3) transfer any of its property or assets to the Company or to any Restricted Subsidiary Each (each such encumbrance or restriction in clauses clause (1), (2) or (3) above), a “Payment Restriction.” ”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law or required by any Gaming Authority; (b) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Issuer or any other Restricted Subsidiary of the Issuer, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any Restricted Subsidiary of the Issuer (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and the subordination of loans or advances made to the Issuer or any of its Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness); (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other Restricted SubsidiarySubsidiary of the Issuer (it being understood that the subordination of loans or advances made to the Issuer or any of its Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any other Restricted Subsidiary Each of the Issuer (it being understood that such encumbrance or restriction transfers shall not include any type of transfer described in clauses clause (1), ) or (2) or of this Section 4.09(a)). (3b) above, a “Payment Restriction.” However, the preceding restrictions will Section 4.09(a) shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (a1) applicable law or required by agreements governing Existing Indebtedness and Existing Project Loans, in each case, as in effect on the Issue Date and any Gaming Authorityother agreements in effect on the Issue Date; (b2) this Indenture, Indenture and the Notes (and any Note Guarantee); (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Guarantees and other Indebtedness of the Company Issuer or any Restricted Subsidiary ranking pari passu with of the Notes; provided that Issuer as in effect at the time of such restrictions are no more restrictive taken acquisition or at the time an Unrestricted Subsidiary is redesignated as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in of the ordinary course of business of Issuer (except to the extent such Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred Indebtedness or Capital Stock was incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date contemplation of such Incurrence; provided that such acquisition or redesignation), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and or any of its Subsidiaries Subsidiaries, or the property or assetsassets of the Person or any of its Subsidiaries, including directly related assetsso acquired; provided that, in the case of Indebtedness, such as accessions and proceeds so acquired or leasedIndebtedness was permitted to be incurred by the terms of this Indenture; (e5) any restriction or encumbrance contained customary non-assignment provisions in contracts for and licenses entered into in the sale ordinary course of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractbusiness; (f6) any customary restrictions in leases (including capital leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business to the extent they impose restrictions on the property purchased or leased of the nature described in clause Section 4.09(a)(3); (37) above any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of a Restricted Subsidiary of the Issuer to the extent it restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under Section 4.13 to the extent they limit the right of the debtor to dispose of the assets subject to such Liens; (9) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) customary provisions imposed on the transfer of copyrighted or patented materials; (12) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary of the Issuer; (13) contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary of the Issuer in any manner material to the Issuer or any such Restricted Subsidiary; (14) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary of the Issuer or any of their businesses; (15) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder; (16) any encumbrances or restrictions that require “lockbox” or similar obligations with respect to the transfer of assets Non-Recourse Debt and Indebtedness secured by a Permitted Lien that is permitted by this Indenture pursuant to be Incurred;clause (c) of the definition thereof (g17) any encumbrance encumbrances or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders restrictions of the Notes type referred to in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (hSection 4.09(a) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (16) or clause (18) of this Section 4.09(b); provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings refinancings, in the good faith judgment of the Senior Management or the Board of Directors, are no not materially more restrictive, taken as a whole, with respect to such dividend encumbrance and other payment restrictions than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (18) (x) other Indebtedness incurred or preferred stock issued by any Restricted Subsidiary in those agreements on accordance with Section 4.10 that, in the date good faith judgment of this IndentureSenior Management or the Board of Directors, are not materially more restrictive, taken as a whole; , with respect to such encumbrance and other restrictions, than those applicable to the Issuer in this Indenture on the Issue Date (iwhich results in encumbrances or restrictions on Restricted Subsidiaries of the Issuer comparable to those applicable to the Issuer) any restriction imposed by or (y) other Indebtedness permitted to be incurred under subsequent to the Credit FacilitiesIssue Date pursuant to Section 4.10; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to this subclause (y) of this clause (18), such encumbrances or restrictions shall not materially adversely affect the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements Issuer’s ability to make anticipated principal and other similar agreements not prohibited by this Indenture; interest payments on the Notes (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course good faith judgment of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (Senior Management or the Person owning such asset) being financed pursuant to such IndebtednessBoard of Directors).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (i) (1) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries that is a Guarantor on its Capital StockEquity Interests or with respect to any other interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries that is a Guarantor; (2ii) make loans or advances to the Borrower or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; or (3iii) sell, lease or transfer any of its property properties or assets to the Company Borrower or to any of its Restricted Subsidiary Each such encumbrance or restriction Subsidiaries that is a Guarantor. (b) The restrictions in clauses (1), (2Section 6.2(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions: (ai) applicable law set forth in any agreement evidencing or required by any Gaming Authority; governing (b1) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any a Restricted Subsidiary ranking pari passu with the Notes; provided that is not a Guarantor permitted to be incurred pursuant to Section 6.3 and any corresponding Organizational Documents of any such restrictions are no more restrictive taken Restricted Subsidiary structured as a whole than those imposed by this Indenture; special purpose entity incurring such Indebtedness, (c2) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in Secured Indebtedness permitted to be incurred pursuant to Sections 6.3 and 6.6 if the ordinary course of business of such Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or relevant restriction is not, and will not be, applicable applies only to any Person, or the properties or assets of any Person, other than the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assetsassets intended to secure such Indebtedness, including directly related assets, such as accessions and proceeds so acquired or leased; (e3) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary Indebtedness permitted to be consummated in accordance with this Indenture solely incurred pursuant to Section 6.3(a) and Sections 6.3(b)(i), (ii), (xiv), (xv) and (xvii) (as it relates to Indebtedness in respect of Equity Interests Section 6.3(a) and Sections 6.3(b)(i), (or assets of such Restricted Subsidiaryii), (xiv), (xv), (xviii), (xxi), (xxv), (xli) or assets to be sold pursuant to such contract; and/or (fxlii)), and Sections 6.3(b)(xviii), (xxi), (xxv), (xxxix), (xli) and/or (xlii) and (4) any restrictions of the nature described in clause (3) above Permitted Receivables Financing solely with respect to the transfer of assets secured by a Lien that is permitted by this Indenture subject to be Incurredsuch Permitted Receivables Financing; (gii) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any encumbrance or restriction Lien) contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Dateleases, and any amendmentssubleases, modificationslicenses, restatementssublicenses, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (liii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Equity Interests not otherwise prohibited under this Agreement; (iv) that are assumed in connection with any acquisition of property or the Equity Interests of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its Subsidiaries (including the Equity Interests of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (v) set forth in any agreement for any disposition of any Restricted Subsidiary (or all or substantially all of the sale assets thereof) that restricts the payment of dividends or other disposition distributions or the making of a Restricted Subsidiary that restricts distributions cash loans or advances by that such Restricted Subsidiary pending the sale or other such disposition; (mvi) set forth in provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis; (vii) imposed by customary provisions in existence partnership agreements, limited liability company agreements, joint venture agreements, other organizational and governance documents and other similar agreements; (viii) on cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such cash, other deposits or net worth or similar restrictions exist; (ix) set forth in documents that exist on the Closing Date, including pursuant to the Existing Notes, the Existing Note Guarantees, the Existing Notes Indentures, this Agreement and the other Loan Documents and, in each case, related documentation and related Derivative Transactions; (x) (1) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date or (2) arising under customary separateness, bankruptcy remoteness and similar provisions included in governing or other documents related to entities structured as special purpose entities in anticipation of financing arrangements, acquisition of assets or similar transactions, in each case, if the relevant restrictions, taken as a whole (as determined in good faith by the Borrower) (A) are not materially less favorable to the holders than the restrictions contained in this Agreement, (B) generally represent market terms at the time of incurrence or structuring, as applicable, taken as a whole, or (C) would not, in the good faith determination of senior management of the Borrower, at the time of incurrence or structuring, as applicable, materially impair the Borrower’s ability to pay the Obligations when due; (xi) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (xii) arising in any Hedge Agreement and/or any agreement relating to Banking Services; (xiii) relating to any asset (or all of the assets) of and/or the Equity Interests of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any disposition of such asset (or assets) and/or all or a portion of the Equity Interests of the relevant Person that is not prohibited by the terms of this Agreement; (xiv) set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower or any Restricted Subsidiary to dispose of or encumber the assets subject thereto; (xv) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business, consistent with past practice or consistent with industry norm; provided that such agreement (i) prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are subject to such agreements, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary or (ii) would not, in the good faith of the Borrower, at the time such Indebtedness is incurred, materially impair the Borrower’s ability to make payments under the Loan Documents when due; (xvi) any encumbrance or restrictions with respect to a Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became or is redesignated as a Restricted Subsidiary at the time it is so designated, so long as Subsidiary; provided that such agreements are agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming or contemplation being redesignated as a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any Restricted Subsidiary other than the assets and property of such designationSubsidiary and its Subsidiaries; orand/or (nxvii) restrictions contained imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in Indebtedness used clauses (i) through (xvi) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to financesuch restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or incurred for refinancing. For purposes of determining compliance with this Section 6.2, (1) the purpose priority of financing, Expansion Capital Expenditures and/or Development Projects any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only (2) the subordination of (including the application of any standstill requirements to) loans and advances made to the asset (Borrower or a Restricted Subsidiary to other Indebtedness incurred by the Person owning Borrower or such asset) being financed pursuant Restricted Subsidiary shall not be deemed a restriction on the ability to such Indebtednessmake loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) below, the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary to, directly or indirectly, Subsidiaries to create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:to:‌ (1) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (2) make loans or advances to the Company or pay any Indebtedness other Restricted Subsidiary (it being understood that the subordination of loans or other obligations owed advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any other Restricted SubsidiarySubsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or to any other Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiary. (1), b) Paragraph (2a) or (3) above, a “Payment Restriction.” However, the preceding restrictions above will not apply to encumbrances or restrictions existing under or by reason of:of:‌ (a1) applicable law law, rule, regulation or required order (including, without limitation, (i) by any Gaming Authoritynational stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (b2) this Indenture, the Notes Notes, the Note Guarantees or the Security Documents; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and the Guarantees and other Indebtedness of the Company any extensions, renewals, replacements, amendments or any Restricted Subsidiary ranking pari passu with the Notesrefinancings thereof; provided that such restrictions are no more restrictive extension, renewal, replacement, amendment or refinancing is not, taken as a whole whole, materially more restrictive with respect to such encumbrances or restrictions than those imposed by this Indenturein existence on the Issue Date; (c4) customary non-assignment provisions of any contractin contracts, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiaryagreements, leases, permits and licenses; (d5) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at of the time it is so designated, so long as such agreements are not Company imposed pursuant to a binding agreement which has been entered into in anticipation for the sale or contemplation disposition of such designation; all or (n6) customary restrictions contained in Indebtedness used to finance, imposed on the transfer of copyrighted or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company or to any of its Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiaries. (1), b) The provisions of paragraph (2a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (a1) the Senior Credit Agreement, any Existing Indebtedness, the New Convertible Notes, Capital Stock or any other agreements or instruments, in each case as in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and principal financial officer of the Company, no more restrictive, taken as a whole, than those contained in the applicable law agreements or required by any Gaming Authorityinstruments as in effect on the Issue Date; (b2) this the Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureGuarantees; (c3) customary non-assignment provisions of any contractapplicable law, license rule, regulation, order, approval, permit or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiarysimilar restriction; (d4) any instrument governing Acquired Debt Incurred in connection with an acquisition Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary in accordance with this Indenture Subsidiaries as the same was in effect on at the date time of such Incurrence; provided that acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assetsso acquired and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and principal financial officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such as accessions and proceeds so acquired or leasedIndebtedness was permitted by the terms of the Indenture to be incurred; (e5) customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business; (6) any restriction or encumbrance contained in contracts agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of any the properties or assets of, a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition; (7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (8) Liens permitted to be incurred under Section 4.08 that limit the right of the debtor to dispose of the assets subject to such Liens; (9) the issuance of preferred stock by a Restricted Subsidiary or assets the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.06 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (10) other Indebtedness of the Company or any of its Restricted Subsidiary Subsidiaries permitted to be consummated incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing IndebtednessSection 4.06; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no not materially less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or and its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictiveSubsidiaries, taken as a whole, with respect to such dividend in the reasonable good faith judgment of the Chief Executive Officer and other payment restrictions principal financial officer of the Company, than those the provisions contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Senior Credit Agreement as of in effect on the Issue Date; (j11) provisions Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (A) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (B) will not materially affect the disposition Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good faith judgment of the Chief Executive Officer and principal financial officer of the Company; (12) customary provisions restricting subletting or distribution assignment of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this any lease governing a leasehold interest; (13) Hedging Obligations permitted from time to time under the Indenture; (k14) any restriction restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; and (15) with respect only to encumbrances or restrictions of the type referred to in clause (3) of paragraph (a): (A) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein; (lB) any agreement for provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale or agreements, sale-leaseback agreements, stock sale agreements and other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) similar agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into (i) in anticipation or contemplation the ordinary course of such designation; or (n) restrictions contained in Indebtedness used to financebusiness, or incurred for (ii) with the purpose approval of financingthe Company’s Board of Directors, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply which limitations are applicable only to the asset assets, property or Capital Stock that are the subject of such agreements; and (C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the Person owning extent such assetencumbrance or restriction restricts the transfer of the property (including Capital Stock) being financed pursuant subject to such IndebtednessCapital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Issuer or any other Restricted Subsidiary of the Issuer, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any Restricted Subsidiary of the Issuer (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and the subordination of loans or advances made to the Issuer or any of its Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness); (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other Restricted SubsidiarySubsidiary of the Issuer (it being understood that the subordination of loans or advances made to the Issuer or any of its Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any other Restricted Subsidiary Each of the Issuer (it being understood that such encumbrance or restriction transfers shall not include any type of transfer described in clauses clause (1), ) or (2) or of this Section 4.09(a)). (3b) above, a “Payment Restriction.” However, the preceding restrictions will Section 4.09(a) shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (a1) applicable law agreements governing Existing Indebtedness and Existing Project Loans, in each case, as in effect on the Issue Date and any other agreements in effect on the Issue Date, in each case, and any amendments, modifications, restatements, extensions, renewals, replacements or required by any Gaming Authorityrefinancings of those agreements; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, not materially less favorable to the Holders of Notes than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (b2) this Indenture, Indenture and the Notes (and any Note Guarantee); (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Guarantees and other Indebtedness of the Company Issuer or any Restricted Subsidiary ranking pari passu with of the Notes; provided that Issuer as in effect at the time of such restrictions are no more restrictive taken acquisition or at the time an Unrestricted Subsidiary is redesignated as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in of the ordinary course of business of Issuer (except to the extent such Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred Indebtedness or Capital Stock was incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date contemplation of such Incurrence; provided that such acquisition or redesignation), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and or any of its Subsidiaries Subsidiaries, or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company Person or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests its Subsidiaries, so acquired and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of those agreements (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or restriction contained in any such Permitted Refinancing Indebtedness are no refinancing are, taken as a whole, not materially less favorable to the Holders of Notes than the Notes in any material respect encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced); provided that, in the good faith judgment case of Indebtedness, such Indebtedness was permitted to be incurred by the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinancedterms of this Indenture; (h5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) customary restrictions in leases (including capital leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business to the extent they impose restrictions on the property purchased or leased of the nature described in Section 4.09(a)(3); (7) any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of a Restricted Subsidiary of the Issuer to the extent it restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under Section 4.13 to the extent they limit the right of the debtor to dispose of the assets subject to such Liens; (9) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) customary provisions imposed on the transfer of copyrighted or patented materials; (12) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary of the Issuer; (13) contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary of the Issuer in any manner material to the Issuer or any such Restricted Subsidiary; (14) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary of the Issuer or any of their businesses; (15) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements governing Indebtedness for funding of infrastructure, including in respect of the Company or its Restricted Subsidiaries existing on the Issue Dateissuance of community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder; (16) any encumbrances or restrictions that require “lockbox” or similar obligations with respect to Non-Recourse Debt and Indebtedness secured by a Permitted Lien pursuant to clause (c) of the definition thereof (17) any encumbrances or restrictions of the type referred to in Section 4.09(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (16) or clause (18) of this Section 4.09(b); provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings refinancings, in the good faith judgment of the Senior Management or the Board of Directors, are no not materially more restrictive, taken as a whole, with respect to such dividend encumbrance and other payment restrictions than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (18) (x) other Indebtedness incurred or preferred stock issued by any Restricted Subsidiary in those agreements on accordance with Section 4.10 that, in the date good faith judgment of this IndentureSenior Management or the Board of Directors, are not materially more restrictive, taken as a whole; , with respect to such encumbrance and other restrictions, than those applicable to the Issuer in this Indenture on the Issue Date (iwhich results in encumbrances or restrictions on Restricted Subsidiaries of the Issuer comparable to those applicable to the Issuer) any restriction imposed by or (y) other Indebtedness permitted to be incurred under subsequent to the Credit FacilitiesIssue Date pursuant to Section 4.10; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to this clause (y) of this clause (18), such encumbrances or restrictions shall not materially adversely affect the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements Issuer’s ability to make anticipated principal and other similar agreements not prohibited by this Indenture; interest payments on the Notes (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course good faith judgment of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (Senior Management or the Person owning such asset) being financed pursuant to such IndebtednessBoard of Directors).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) pay (i) dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (except for any dividend or liquidation priority between classes of Capital Stock) or (ii) any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any of its Restricted Subsidiary Each such encumbrance or restriction Subsidiaries, (b) The restrictions in clauses Section 4.08(a) hereof shall not apply to: (1)) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Notes and the Guarantees thereof; (2) or (3x) above, a “Payment Restriction.” Howeverthe New Senior Credit Facilities, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: ABL Facility and the related documentation and (a) applicable law or required by any Gaming Authority; (by) this Indenture, the Notes and Notes, the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureSecurity Documents; (c3) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of such Restricted Subsidiarythe nature set forth in clause (3) of Section 4.08(a) hereof on the property so acquired; (d4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Debt Incurred in connection of a Person acquired by or merged, consolidated or amalgamated with an acquisition by or into the Company Issuer or any Restricted Subsidiary thereof in accordance with this Indenture as existence at the same was in effect on the date time of such Incurrence; provided that acquisition, merger, consolidation or amalgamation (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds assets so acquired or leasedassumed; (e6) any restriction or encumbrance contained in contracts for the sale of Equity Interests assets, including customary restrictions with respect to a Subsidiary of any Subsidiary (i) the Issuer or assets (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (Capital Stock or assets of such Restricted Subsidiary) or Subsidiary that impose restrictions on the assets to be sold pursuant to such contractsold; (f7) any restrictions Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 that limits the right of the nature described debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in clause the ordinary course of business; (39) above other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries of the Issuer permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof; (10) customary provisions in any joint venture agreement or other similar agreement relating solely to such joint venture; (11) customary provisions contained in any lease, sublease, license, sublicense or similar agreement, including with respect to intellectual property, and other agreements, in each case, entered into in the ordinary course of business; (12) customary provisions contained in any Indebtedness incurred pursuant to any Credit Facilities as permitted pursuant to Section 4.09 hereof and provided that an Officer reasonably and in good faith determines at the time such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially adversely affect the Issuer’s or any Guarantor’s ability to make any payments, when due, with respect to the transfer of assets secured by a Lien Notes or its Guarantee thereof and any other Indebtedness that is permitted by this Indenture an obligation of the Issuer or such Guarantor and such determination is set forth in an Officer’s Certificate delivered to be Incurred;the Trustee; and (g13) any encumbrance encumbrances or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders restrictions of the Notes type referred to in any material respect in the good faith judgment clauses (1), (2) and (3) of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (hSection 4.08(a) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.08(b); provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are no are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, restrictive with respect to such dividend encumbrance and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant those prior to such Indebtednessamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectlyindi- rectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries (it being under- stood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to div- idends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and the subordination of loans or advances made to the Com- pany or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Re- stricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness); (2) make loans or advances to the Company or pay any Indebtedness of its Restricted Subsidiaries (it being understood that the subordination of loans or other obligations owed advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any other Restricted SubsidiarySubsidiary shall not be deemed a re- striction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property properties or assets to the Company or to any Restricted Subsidiary Each of its Restrict- ed Subsidiaries (it being understood that such encumbrance or restriction transfers shall not include any type of transfer described in clauses clause (1), ) or (2) or of this Section 4.08(a)). (3b) above, a “Payment Restriction.” However, the preceding The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law or required by any Gaming Authority;agreements governing Existing Indebtedness, the Senior Credit Facility and the Stream- ing Purchase Agreement, in each case as in effect on the date of this Indenture (b2) this Indenture, the Notes and the Guarantees and Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of the Company or any Restricted Subsidiary ranking pari passu with the Notesthose agreements; provided that in the good faith judgment of the Company, such en- cumbrances and restrictions are no more restrictive taken as a whole than those imposed by this Indenturewill not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes when due; (c4) customary non-assignment provisions of any contractapplicable law, license rule, regulation or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiaryorder; (d5) any agreement or other instrument governing Acquired Debt Incurred in connection with an acquisition of a Person acquired by the Company or any of its Re- stricted Subsidiaries as in effect at the time of such acquisition or any agreement or instrument of any Re- stricted Subsidiary of the Company that was previously an Unrestricted Subsidiary as in effect at the time of such redesignation as a Restricted Subsidiary (except to the extent such agreement or instrument was in- curred in accordance connection with this Indenture as the same was or in effect on the date contemplation of such Incurrence; provided that such acquisition or redesignation), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assets, such as accessions and proceeds so acquired or leasedredesignated; provided that, in the case of Indebted- ness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (e6) non-assignment provisions in leases, subleases, licenses and other contracts entered into in the ordinary course of business, including, without limitation, any encumbrance or restriction (a) that re- stricts the subletting, assignment or encumbrance contained in contracts for the sale of Equity Interests transfer of any Subsidiary property or assets asset that is subject to a lease, license or similar contract, or the assignment or transfer of such lease, license or other contract; and (b) pursuant to provisions restricting the dispositions of real property interests set forth in any reciprocal easement agree- ments of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f7) any purchase money obligations for property acquired in the ordinary course of business and Attributable Debt or Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be IncurredSection 4.08(a) hereof; (g8) any agreement for the sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect that, in the good faith judgment of the Company than Company, the provisions relating to such encumbrance or restriction encumbrances and restrictions contained in the agreements governing such Permitted Refi- nancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (h10) agreements governing Indebtedness Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the Company debtor to dispose of the assets subject to such Liens, including any Permitted Lien; (11) provisions limiting the disposition or its distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Subsidiaries Investment), which limita- tion is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (13) any agreement with a governmental entity providing for developmental financing; (14) any other agreement or instrument existing on the Issue Date, and date of this Indenture; and (15) any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements re- placements or refinancings of those agreementsthe agreements or instruments referred to in clause (1), (5) or (14) above; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replace- ments or refinancings refinancings, in the good faith judgment of the Company, (x) are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; Indenture and (iy) any restriction imposed by Indebtedness incurred under will not materially affect the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by Company’s ability to make anticipated principal and interest payments on the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessNotes when due.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries (A) on its Capital Stock;Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness owed to the Borrower or any of its Subsidiaries, or (2b) make loans or advances to the Borrower or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; of its Subsidiaries, or (3c) transfer any of its property properties or assets to the Company Borrower or to any Restricted Subsidiary Each of its Subsidiaries, except for such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law or required by any Gaming AuthorityExisting Indebtedness as in effect on the date hereof; (bii) this Indenture, the Notes Agreement and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Bridge Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (ciii) customary non-assignment any agreement covering or relating to Indebtedness permitted to be incurred under Section 4.9.(b)(i), (ii), (iii), (iv), (v), (viii) or (ix) hereof, (but only, in the case of Section 4.9(b)(viii) or (ix), to the extent contemplated by the then existing Credit Facility), provided that the provisions of such agreement permit any contractaction referred to in clause (a) above in aggregate amounts sufficient to enable the payment of interest and principal and mandatory repurchases pursuant to the terms of this Agreement and the Bridge Notes, license but provided further that: (x) any such agreement may nevertheless encumber, prohibit or lease restrict any action referred to in clause (a) above if an event of default under such agreement has occurred and is continuing or would occur as a result of any Restricted Subsidiary entered into in such action; and (y) any such agreement may nevertheless contain (I) restrictions limiting the ordinary course payment of business dividends or the making of such any other distributions to all or a portion of excess cash-flow (or any similar formulation thereof) and (II) subordination provisions governing Indebtedness owed to the Borrower or any Restricted Subsidiary; (div) applicable law; (v) any instrument governing Acquired Debt Incurred Indebtedness or Capital Stock of a Person acquired by the Borrower 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 an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing IndebtednessPerson, so acquired; provided that the provisions relating to EBITDA of such encumbrance or restriction contained Person is not taken into account in any determining whether such Permitted Refinancing Indebtedness are no less favorable to acquisition was permitted by the Holders terms of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinancedthis Agreement; (hvi) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained customary nonassignment provisions in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts leases entered into in the ordinary course of businessbusiness and consistent with past practices; (lvii) any agreement for the sale provisions of joint venture or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designatedstockholder agreements, so long as such agreements provisions are not entered into in anticipation or contemplation determined by a resolution of the Board of Directors to be, at the time of such designationdetermination, customary for such agreements; (viii) with respect to clause (c) above, purchase money obligations for property acquired in the ordinary course of business or the provisions of any agreement with respect to any Asset Sale (or transaction which, but for its size, would be an Asset Sale), solely with respect to the assets being sold; or (nix) permitted Refinancing Indebtedness, provided that the restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted agreements governing such Refinancing Indebtedness are determined by a resolution of the Board of Directors to be no more restrictive than those contained in respect thereof, provided, that such restrictions apply only to the asset (or agreements governing the Person owning such asset) Indebtedness being financed pursuant to such Indebtednessrefinanced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Borrower will not, and shall will not permit any of the Restricted Subsidiaries that are not Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to the Borrower or any of the Restricted Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Borrower or any of the Restricted Subsidiaries; (2ii) make loans or advances to the Borrower or pay any Indebtedness or other obligations owed to of the Company or to any other Restricted SubsidiarySubsidiaries; or (3iii) sell, lease or transfer any of its property properties or assets to the Company Borrower or to any of the Restricted Subsidiary Each Subsidiaries, except (in each case) for such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (aA) applicable law contractual encumbrances or required by any Gaming Authorityrestrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (bB) this Indenture, the Senior Secured Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureIndentures; (cC) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of such Restricted Subsidiarythe nature described in clause (iii) above, in each case, only with respect to the property so acquired; (dD) applicable law or any applicable rule, regulation or order; (E) any agreement or other instrument governing Acquired Debt Incurred in connection of a Person acquired by or merged, amalgamated or consolidated with an acquisition by or into the Company Borrower or any Restricted Subsidiary in accordance with this Indenture as existence at the same was in effect on the date time of such Incurrenceacquisition or at the time it merges, amalgamates or consolidates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof); provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Subsidiaries, or the property or assetsassets of the Person and its Subsidiaries, including directly related assets, such as accessions and proceeds so acquired or leasedacquired; (eF) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any assets, including customary restrictions with respect to a Subsidiary or assets of the Company Borrower pursuant to an agreement that has been entered into for the sale or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect disposition of Equity Interests (all or substantially all of the Capital Stock or assets of such Restricted Subsidiary) or assets to be sold pursuant to , pending the sale of such contractassets; (fG) any Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.01 and 6.02 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (H) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (I) customary provisions in joint venture agreements or arrangements and other similar agreements relating solely to such joint venture; (J) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business to the extent such obligations impose restrictions of the nature described in clause (3iii) above with respect on the property subject to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurredsuch lease, sub-lease, license, sub-license or other similar agreement; (gK) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (L) any encumbrance or restriction contained in Permitted Refinancing Indebtednesswith respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that the provisions relating to such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction contained in does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Permitted Refinancing Indebtedness Subsidiary; (M) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries that are no less favorable not Subsidiary Guarantors that is permitted to be incurred subsequent to the Holders of Closing Date pursuant to Section 6.01; (N) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Notes in any material respect Closing Date pursuant to Section 6.01; provided that, in the good faith judgment of the Company than Borrower, the provisions relating encumbrances and restrictions contained therein will not materially impair the Borrower’s ability to such encumbrance make payments hereunder or restriction contained in under the Indebtedness being refinanced;Senior Secured Notes when due; and (hO) agreements governing Indebtedness any encumbrances or restrictions of the Company type referred to in clause (i), (ii) or its Restricted Subsidiaries existing on the Issue Date, and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in any of clauses (A) through (N) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are no are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, restrictive with respect to such dividend encumbrance and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.restrictions

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions distribution on its Capital Stock;, (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; , (3) make any loans or advances to the Company or any other Restricted Subsidiary, or (34) transfer any of its property properties or assets to the Company or to any other Restricted Subsidiary Each such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment RestrictionSubsidiary.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law or required by any Gaming Authority; (b) However, paragraph (a) shall not prohibit any: (1) encumbrance or restriction pursuant to (x) an agreement (including the Revolving Credit Agreement, this Indenture, the Notes Indenture and the Guarantees indenture governing the Existing Senior Subordinated Notes) in effect or entered into on the Issue Date, (y) any agreement governing Indebtedness permitted to be incurred by clause (b)(1) of Section 4.07 hereof, and other Indebtedness (z) any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of the foregoing agreements pursuant to clause (x) or (y); provided that such agreements (pursuant to clause (y) above) and such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings (pursuant to clause (z) above) are not materially more restrictive, taken as a whole, with respect to such provisions than those contained in those agreements in effect or entered into on the Issue Date; (2) 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 ranking pari passu with the Notes; provided that other than such restrictions are no more restrictive taken as Subsidiary which is becoming a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (d3) encumbrance or restriction pursuant to any instrument agreement governing any Indebtedness permitted by clause (7) of the definition of “Permitted Indebtedness” as to the assets financed with the proceeds of such Indebtedness; (4) encumbrance or restriction contained in any Acquired Debt Incurred in connection Indebtedness, Capital Stock or other agreement of any entity or related to assets acquired by or merged into or consolidated with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture Subsidiaries, so long as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not(A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and will (B) is not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assetsso acquired, so long as the agreement containing such as accessions and proceeds so acquired or leasedrestriction does not violate any other provision of this Indenture; (e5) encumbrance or restriction existing under applicable law or any requirement of any regulatory body; (6) encumbrance or restriction pursuant to the security documents evidencing any Lien securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.10 hereof, including Permitted Liens; (7) encumbrance or restriction pursuant to customary non-assignment provisions in leases, licenses or contracts; (8) customary restrictions contained in (A) asset sale agreements permitted to be incurred under Section 4.11 hereof that limit the transfer of such assets or otherwise impose limitations pending the closing of such sale and (B) any restriction or encumbrance contained in contracts other agreement for the sale or other disposition of Equity Interests of any Subsidiary or assets of the Company or any a Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (that restricts that Restricted Subsidiary pending its sale or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractother disposition; (f9) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred[Intentionally omitted]; (g10) encumbrance pursuant to the subordination provisions of any Indebtedness permitted to be incurred by clause (b)(4) of Section 4.07 hereof; (11) encumbrance or restriction contained pursuant to customary provisions in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Datepartnership agreements, and any amendmentslimited liability company organizational governance documents, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreementsventure, asset sale agreements, and stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indentureentered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (k12) any restriction restrictions on cash or other deposits or net worth imposed by customers suppliers or lessors or required by insurance, surety or bonding companies, in each case landlords under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m13) agreements in existence governing other Note/Term Obligations permitted to be incurred under this Indenture; provided that, with respect to any agreement governing such other Note/Term Obligations, the provisions relating to such encumbrance or restriction are no less favorable to the Co-Obligors, taken as a Restricted Subsidiary at whole, as determined by the time it is so designated, so long Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Revolving Credit Agreement as such agreements are not entered into in anticipation or contemplation of such designationeffect on the Issue Date; orand (n14) encumbrances or restrictions contained under any agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in Indebtedness used to financethe foregoing clauses (1) through (13), or incurred for in this clause (14); provided that the purpose terms and conditions of financingany such encumbrances or restrictions are no more restrictive, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereoftaken as a whole, provided, that such restrictions apply only than those under or pursuant to the asset (agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing evidencing the Person owning such asset) being financed pursuant to such IndebtednessIndebtedness so extended, renewed, refinanced or replaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock;Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; or (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or (3) transfer any of its property or assets to the Company or to any Restricted Subsidiary Each such encumbrance or restriction Subsidiaries. (b) The restrictions in clauses (1), (2Section 4.08(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law law, rule, regulation, order, approval, license, permit or required by any Gaming Authoritysimilar restriction; (2) restrictions contained in any documents or agreements evidencing, relating to or otherwise governing a Receivables Financing with respect to any Receivables Subsidiary; (3) contractual encumbrances or restrictions in effect under (a) any Indebtedness represented by the Initial Notes, (b) any Indebtedness outstanding on the 2021 Notes Issue Date and (c) under any Indebtedness otherwise permitted pursuant to this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that with respect to clause (c) the restrictions contained in the agreements or instruments governing such restrictions Indebtedness are no more restrictive taken not materially less favorable to Holders of the Notes than is customary for comparable financings (as a whole than those imposed determined in good faith by this Indenturethe Issuer); (c4) customary non-assignment provisions of any contract, license or lease of restrictions imposed by any agreement relating to secured Indebtedness permitted by this Indenture to the extent that such restrictions apply only to the assets securing such Indebtedness; (5) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in the ordinary course contemplation of business of or in connection with such person becoming a Restricted Subsidiary; (d6) customary restrictions contained in any instrument governing Acquired Debt Incurred in connection with an acquisition by agreement relating to the Company or sale of any Restricted Subsidiary in accordance with this Indenture as asset permitted under Section 4.10 hereof pending the same was in effect on the date consummation of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leasedsale; (e7) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the customary provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale partnership agreements, stock sale agreements, sale-leaseback agreements limited liability company documents and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companiesagreements, in each case under contracts case, applicable to joint ventures entered into in the ordinary course of business; (l) any agreement for 8) customary provisions contained in leases or licenses and other similar agreements entered into in the sale or other disposition ordinary course of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionbusiness; (m9) agreements customary restrictions in existence connection with respect to a Restricted Subsidiary deposits or net worth in the ordinary course of business; (10) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (11) encumbrances on property that exist at the time it is so designated, so long as such agreements are not entered into in anticipation the property was acquired by the Issuer or contemplation of such designation; ora Restricted Subsidiary; (n12) restrictions contained described in Indebtedness used clauses (1) and (2) of this Section 4.08(a) hereof, but only to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, extent that such restrictions apply only do not materially adversely affect the consolidated cash position of the Issuer and its Restricted Subsidiaries; and (13) any amendment, restatement, renewal, replacement or refinancing of an agreement referred to above; provided such restrictions are not materially more restrictive, taken as a whole, than those under the asset (agreement being amended, restated, renewed, refinanced or the Person owning such asset) being financed pursuant to such Indebtednessreplaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) pay (a) dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (except for any dividend or liquidation priority between classes of Capital Stock) or (b) any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; (2) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any of its Restricted Subsidiary Each such encumbrance or restriction Subsidiaries. (b) The restrictions in clauses (1), (2Section 4.08(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will hereof shall not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law contractual encumbrances or required by any Gaming Authorityrestrictions in effect on the Issue Date; (b2) this (x) the Senior Credit Facilities and the related documentation and (y) the Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureSecurity Documents; (c3) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of such Restricted Subsidiarythe nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired; (d4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Debt Incurred in connection of a Person acquired by or merged, consolidated or amalgamated with an acquisition by or into the Company Issuer or any Restricted Subsidiary thereof in accordance with this Indenture as existence at the same was in effect on the date time of such Incurrence; provided that acquisition, merger, consolidation or amalgamation (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds assets so acquired or leasedassumed; (e6) any restriction or encumbrance contained in contracts for the sale of Equity Interests assets, including customary restrictions with respect to a Subsidiary of any Subsidiary (i) the Issuer or assets (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (Capital Stock or assets of such Restricted Subsidiary) or Subsidiary that impose restrictions on the assets to be sold pursuant to such contractsold; (f7) any restrictions Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limits the right of the nature described debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in clause the ordinary course of business; (39) above [reserved]; (10) customary provisions in any joint venture agreement or other similar agreement relating solely to such joint venture; (11) customary provisions contained in any lease, sublease, license, sublicense or similar agreement, including with respect to intellectual property, and other agreements, in each case, entered into in the ordinary course of business; (12) customary provisions contained in any Indebtedness incurred pursuant to any Credit Facilities as permitted pursuant to Section 4.09(b) and Section 4.12 and provided that an Officer reasonably and in good faith determines at the time such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially adversely affect the Issuer’s or any Guarantor’s ability to make any payments, when due, with respect to the transfer of assets secured by a Lien Notes or its Guarantee thereof and any other Indebtedness that is permitted by this Indenture an obligation of the Issuer or such Guarantor and such determination is set forth in an Officer’s Certificate delivered to be Incurredthe Trustee; (g13) any encumbrance or restriction contained effected in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect connection with a Qualified Receivables Financing that, in the good faith judgment determination of the Company than Board of Directors or a member of senior management of the provisions relating Issuer, are customarily incurred in connection with a Qualified Receivables Financing and that are necessary or advisable to effect such encumbrance or restriction contained in the Indebtedness being refinanced;Qualified Receivables Financing; and (h14) agreements governing Indebtedness any encumbrances or restrictions of the Company or its Restricted Subsidiaries existing on the Issue Datetype referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (13) of this Section 4.08(b); provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are no are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, restrictive with respect to such dividend encumbrance and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant those prior to such Indebtednessamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Holdings shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction (provided, that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction) on the ability of any such Restricted Subsidiary to: (1) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary 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 Holdings or, in the case of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, to any Restricted Subsidiary that is the Issuer or a Subsidiary Guarantor; (2) make loans or advances to Holdings or, in the case of a Restricted Subsidiary that is not the Issuer or pay any Indebtedness or other obligations owed to the Company or a Subsidiary Guarantor, to any other Restricted SubsidiarySubsidiary that is the Issuer or a Subsidiary Guarantor; or (3) sell, lease or transfer any of its property properties or assets to Holdings or, in the Company case of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, to any Restricted Subsidiary Each such encumbrance that is the Issuer or restriction in clauses a Subsidiary Guarantor. (1), (2b) or (3Section 4.11(a) above, a “Payment Restriction.” However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law contractual encumbrances or required restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and Hedging Obligations and the related documentation and similar restrictions contained in any future credit facility or Hedging Obligations of or guaranteed by any Gaming AuthorityHoldings; (b2) this Indenture, the Notes and the Note Guarantees and other Indebtedness of similar restrictions contained in the Company documentation entered into in connection with any future debt securities issued or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed guaranteed by this IndentureHoldings; (c3) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into purchase money obligations for property acquired in the ordinary course of business and capital lease obligations that impose restrictions of such Restricted Subsidiarythe nature discussed in Section 4.11(a)(3) on the property so acquired; (d4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Debt Incurred of a Person acquired by or merged, amalgamated or consolidated with and into Holdings or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into Holdings or any of its Restricted Subsidiaries or assumed in connection with an the acquisition by the Company or of assets from such Person (but, in any Restricted Subsidiary such case, not created in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds assets so acquired or leasedacquired; (e6) any restriction contracts or encumbrance contained in contracts agreements for the sale of Equity Interests assets, including any restrictions with respect to a Subsidiary of any Subsidiary Holdings pursuant to an agreement that has been entered into for the sale or assets disposition of all or substantially all of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (Capital Stock or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f7) any restrictions Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.06 and Section 4.10 that limits the right of the nature described debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in clause the ordinary course of business or arising in connection with any Permitted Liens; (39) above customary provisions in any joint venture agreement or other similar agreement (including partnership, limited liability company and stockholder agreements and constituent documents of a joint venture entity) relating solely to the applicable joint venture; (10) customary provisions contained in leases, sub-leases, licenses, sub-licenses, Equity Interests or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the transfer ordinary course of assets secured by a Lien that is permitted by this Indenture to be Incurredbusiness; (g11) restrictions created in connection with any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect Qualified Securitization Facility that, in the good faith judgment of the Company than Board of Directors or senior management of Holdings, are necessary or advisable to effect such Qualified Securitization Facility; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Holdings or any of its Restricted Subsidiaries is a party entered into in the provisions relating ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Holdings or such Restricted Subsidiary that are the subject to such encumbrance agreement, the payment rights arising thereunder or restriction the proceeds thereof and does not extend to any other asset or property of Holdings or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; (14) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (15) restrictions arising in connection with cash or other deposits permitted under Section 4.10. (16) customary restrictions and conditions contained in the Indebtedness being refinanceddocument relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this covenant; (h17) agreements any agreement or instrument governing Indebtedness any Indebtedness, Disqualified Stock, or Preferred Stock permitted to be incurred or issued pursuant to Section 4.06 entered into after the Issue Date so long as such encumbrances and restrictions included therein either: (i) are no more restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than: (A) encumbrances or restrictions contained in this Indenture or the Senior Credit Facilities as of the Company Issue Date or its (B) encumbrances or restrictions that were in effect on the Issue Date with respect to that Restricted Subsidiaries existing Subsidiary pursuant to agreements in effect on the Issue Date; or (ii) will not materially impair the Issuer’s ability to make payments on the Notes when due or apply only during the continuance of a default under such agreement or instrument, in the case of each of clauses (17)(i) and (ii), in the good faith judgment of the Board of Directors or senior management of Holdings at the time such encumbrances or restrictions are agreed to; and (18) any encumbrances or restrictions of the type referred to in Sections 4.11(a)(1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (b)(1) through (17) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of Holdings, no more restrictive, taken as a whole, restrictive in any material respect with respect to such dividend encumbrance and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant those prior to such Indebtednessamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary to, directly or indirectly, Subsidiaries to create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company or any of its Capital StockRestricted Subsidiaries; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; or (34) transfer any of its property or assets to the Company or to any other Restricted Subsidiary Each such encumbrance or restriction Subsidiary. (b) The restrictions in clauses (1), (2Section 4.07(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions hereof will not apply to encumbrances or restrictions: (1) in this Indenture and any other agreement, including the Credit Agreement, as the same are in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that such encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes when due (as determined in good faith by the Company); (2) imposed under any applicable documents or instruments pertaining to any current or future Secured Indebtedness permitted under this Indenture (and relating solely to assets constituting collateral thereunder or cash proceeds from or generated by such assets); (3) existing under or by reason of: of applicable law, rule, regulation or order (a) applicable law or required including requirements imposed by any Gaming Authority; (b) , Gaming Laws and any regulations, orders or decrees of any Gaming Authority or other applicable Governmental Authority), this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureNote Guarantees; (c4) customary non-assignment provisions on cash, Cash Equivalents or other deposits or net worth imposed under contracts entered into the ordinary course of any contractbusiness, license including such restrictions imposed by customers or lease of any Restricted insurance, surety or bonding companies; (5) with respect to a Foreign Subsidiary entered into in the ordinary course of business or pursuant to the terms of Indebtedness of a Foreign Subsidiary that was Incurred by such Restricted SubsidiaryForeign Subsidiary in compliance with the terms of this Indenture; (d6) contained in any instrument governing Acquired Debt Incurred license, permit or other accreditation with a regulatory authority entered into in connection the ordinary course of business; (7) contained in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (8) existing with an acquisition respect to any Person or the property or assets of any Person acquired by the Company or any of its Restricted Subsidiary in accordance Subsidiaries, or with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable respect to any Person, Person or the properties property or assets of any PersonPerson newly designated as a Restricted Subsidiary of the Company, existing at the time of such acquisition or designation and not incurred solely in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of the Person other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds assets of the Person so acquired or leaseddesignated; (e9) any restriction in the case of clause (4) of Section 4.07(a): (A) that restrict in a customary manner the subletting, assignment or encumbrance contained in contracts for the sale of Equity Interests transfer of any Subsidiary property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary to be consummated in accordance with not otherwise prohibited by this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contractIndenture; (fC) any existing under or by reason of Capitalized Leases or purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien on that is permitted by this Indenture to be Incurred;property; or (gD) any encumbrance arising or restriction contained agreed to in Permitted Refinancing Indebtedness; provided that the provisions ordinary course of business, not relating to such encumbrance any Indebtedness, and that do not, individually or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment aggregate, detract from the value of the Company than the provisions relating to such encumbrance property or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i10) any restriction with respect to a Restricted Subsidiary and imposed by Indebtedness incurred under pursuant to an agreement that has been entered into for the Credit Facilities; provided that such restriction sale or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as disposition of all or substantially all of the Issue DateCapital Stock of, or property and assets of, such Restricted Subsidiary (including any restrictions on distributions or on the making of loans or advances by that Restricted Subsidiary pending its sale or other disposition); (j11) provisions with respect contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction is not materially more disadvantageous to the disposition Holders of the Notes than is customary in comparable financings (as determined by the Company), and (B) the encumbrances or distribution restrictions do not impair the ability of assets or property the Issuers to satisfy their obligations to make payments on the Notes (as determined in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited good faith by this Indenturethe Company); (k12) any restriction existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l13) which exist under or by reason of customary provisions contained in joint venture agreements and customary provisions in leases, in each case entered into in the ordinary course of business; (14) which exist under or by reason of Permitted Liens that limit the right of the debtor to transfer or otherwise dispose of the assets subject to such Liens; (15) which exist under or by reason of any Secured Hedge Agreement or any Secured Cash Management Agreement; provided that such encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company); (16) restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Company or its Restricted Subsidiaries in the ordinary course of business; (17) which exist under or by reason of contractual obligations which (i) exist on the Issue Date and (ii) to the extent contractual obligations permitted by clause (i) are set forth in an agreement evidencing Indebtedness, any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Holders of the Notes; (18) any agreement for other encumbrances or restrictions so long as such encumbrances or restrictions do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company); and (19) in connection with and pursuant to permitted extensions, refinancings, renewals or replacements of restrictions imposed pursuant to clauses (1) through (18) of this Section 4.07(b); provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect, taken as a whole, to the holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced. Nothing contained in this Section 4.07 will prevent the Company or any of its Restricted Subsidiaries from restricting the sale or other disposition of a property or assets of the Company or its Restricted Subsidiary Subsidiaries that restricts distributions by that secure Indebtedness of the Company or any of its Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessSubsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (x) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital StockStock or (2) with respect to any other interest or participation in, or measured by, its profits or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances to the Issuer or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3c) sell, lease or transfer any of its property properties or assets to the Company Issuer or to any of its Restricted Subsidiary Each Subsidiaries; except in each case for such encumbrance or restriction in clauses (1), (2) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i) contractual encumbrances or restrictions as in effect on the Issue Date, including pursuant to the Credit Agreement and Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the Issue Date; (ii) (a) this Indenture, (b) the Notes and (c) Guarantees of the Notes; (iii) applicable law or required by any Gaming Authorityapplicable rule, regulation or order; (biv) this Indenture, any agreement or other instrument of a Person acquired by the Notes and the Guarantees and other Indebtedness of the Company Issuer or any Restricted Subsidiary ranking pari passu with which was in existence at the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business time of such acquisition or at the time it merges with or into the Issuer or any of its Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred Subsidiaries or assumed in connection with an the acquisition by the Company or of assets from such Person (but, in any Restricted Subsidiary such case, not created in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such contemplation thereof), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Subsidiaries, or the property or assetsassets of the Person and its Subsidiaries, including directly related assets, such as accessions and proceeds so acquired or leasedassets so assumed; (ev) any restriction or encumbrance contained in contracts with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of Equity Interests of any Subsidiary all or assets of substantially all the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (Capital Stock or assets of such Restricted Subsidiary) Subsidiary pending the closing of such sale or assets to be sold pursuant to such contractdisposition; (fvi) any agreements creating a Lien securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12, to the extent limiting the right of the Issuer or any of its Restricted Subsidiaries to dispose of the assets subject to such Liens; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (viii) customary provisions with respect to dispositions or distributions of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (3c) above on the property subject to such lease; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is (a) Incurred by a Guarantor subsequent to the Issue Date pursuant to Section 4.03 or (b) Incurred by a Foreign Subsidiary of the Issuer subsequent to the Issue Date pursuant to Section 4.03; provided, in the case of clause (a), (i) such encumbrances or restrictions are ordinary and customary with respect to the transfer type of assets secured Indebtedness being Incurred and (ii) such encumbrances or restrictions will not materially affect the Issuer’s ability to make payments of principal or interest payments on the Notes, as determined at the time such Indebtedness, Disqualified Stock or Preferred Stock is Incurred in good faith by a Lien that is permitted by this Indenture to be Incurredthe chief financial officer, chief accounting officer or treasurer of the Issuer; (gxii) any encumbrance or restriction Refinancing Indebtedness permitted under the terms of this Indenture; provided, that the restrictions contained in Permitted Refinancing Indebtedness; provided that the provisions relating to agreements governing such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect not materially more restrictive, taken as a whole, than those contained in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in agreements governing the Indebtedness being refinanced; (hxiii) agreements governing Indebtedness any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; and (xiv) any encumbrances or restrictions of the Company or its Restricted Subsidiaries existing on the Issue Datetype referred to in clauses (a), (b) and (c) above imposed by any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the such extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Issuer, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash dividend or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) payment restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant prior to such Indebtednessextension, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock;, (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; , or (3) transfer any of its property or assets to the Company or to any Restricted Subsidiary Each (each such encumbrance or restriction in clauses clause (1), (2) or (3) above), a “Payment Restriction.” ”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law or required by any Gaming Authority; (b) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly directly-related assets, such as accessions and proceeds so acquired or leased; (e) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (l) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;; or (m) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation; or (n) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital StockStock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company or to any of its Restricted Subsidiary Each such encumbrance or restriction in clauses Subsidiaries. (1), b) The provisions of paragraph (2a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (a1) the Senior Credit Agreement, any Existing Indebtedness, Capital Stock or any other agreements or instruments, in each case as in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in the applicable law agreements or required by any Gaming Authorityinstruments as in effect on the Issue Date; (b2) this the Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this IndentureGuarantees; (c3) customary non-assignment provisions of any contractapplicable law, license rule, regulation, order, approval, permit or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiarysimilar restriction; (d4) any instrument governing Acquired Debt Incurred in connection with an acquisition Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary in accordance with this Indenture Subsidiaries as the same was in effect on at the date time of such Incurrence; provided that acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries Person, or the property or assetsassets of the Person, including directly related assetsso acquired and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such as accessions and proceeds so acquired or leasedIndebtedness was permitted by the terms of the Indenture to be incurred; (e5) customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business; (6) any restriction or encumbrance contained in contracts agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of any the properties or assets of, a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition; (7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (8) Liens permitted to be incurred under Section 4.08 that limit the right of the debtor to dispose of the assets subject to such Liens; (9) the issuance of preferred stock by a Restricted Subsidiary or assets the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.06 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (10) other Indebtedness of the Company or any of its Restricted Subsidiary Subsidiaries permitted to be consummated incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with this Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract; (f) any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred; (g) any encumbrance or restriction contained in Permitted Refinancing IndebtednessSection 4.06; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no not materially less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or and its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictiveSubsidiaries, taken as a whole, with respect to such dividend in the reasonable good faith judgment of the Chief Executive Officer and other payment restrictions Chief Financial Officer of the Company, than those the provisions contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Senior Credit Agreement as of in effect on the Issue Date; (j11) provisions Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (A) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (B) will not materially affect the disposition Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company; (12) customary provisions restricting subletting or distribution assignment of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this any lease governing a leasehold interest; (13) Hedging Obligations permitted from time to time under the Indenture; (k14) any restriction restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; and (15) with respect only to encumbrances or restrictions of the type referred to in clause (3) of paragraph (a): (A) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein; (lB) any agreement for provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale or agreements, sale-leaseback agreements, stock sale agreements and other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (m) similar agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into (i) in anticipation or contemplation the ordinary course of such designation; or (n) restrictions contained in Indebtedness used to financebusiness, or incurred for (ii) with the purpose approval of financingthe Company’s Board of Directors, Expansion Capital Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply which limitations are applicable only to the asset assets, property or Capital Stock that are the subject of such agreements; and (C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the Person owning extent such assetencumbrance or restriction restricts the transfer of the property (including Capital Stock) being financed pursuant subject to such IndebtednessCapital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (i) (1) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries that is a Guarantor on its Capital StockEquity Interests or with respect to any other interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries that is a Guarantor; (2ii) make loans or advances to the Borrower or pay any Indebtedness or other obligations owed to the Company or to any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; or (3iii) sell, lease or transfer any of its property properties or assets to the Company Borrower or to any of its Restricted Subsidiary Each such encumbrance or restriction Subsidiaries that is a Guarantor. (b) The restrictions in clauses (1), (2Section 6.2(a) or (3) above, a “Payment Restriction.” However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions: (ai) applicable law set forth in any agreement evidencing or required by any Gaming Authority; governing (b1) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any a Restricted Subsidiary ranking pari passu with the Notes; provided that is not a Guarantor permitted to be incurred pursuant to Section 6.3 and any corresponding Organizational Documents of any such restrictions are no more restrictive taken Restricted Subsidiary structured as a whole than those imposed by this Indenture; special purpose entity incurring such Indebtedness, (c2) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in Secured Indebtedness permitted to be incurred pursuant to Sections 6.3 and 6.6 if the ordinary course of business of such Restricted Subsidiary; (d) any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with this Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or relevant restriction is not, and will not be, applicable applies only to any Person, or the properties or assets of any Person, other than the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assetsassets intended to secure such Indebtedness, including directly related assets, such as accessions and proceeds so acquired or leased; (e3) any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary Indebtedness permitted to be consummated in accordance with this Indenture solely incurred pursuant to Section 6.3(a) and Sections 6.3(b)(i), (ii), (xiv), (xv) and (xvii) (as it relates to Indebtedness in respect of Equity Interests Section 6.3(a) and Sections 6.3(b)(i), (or assets of such Restricted Subsidiaryii), (xiv), (xv), (xviii), (xxi), (xxv), (xli) or assets to be sold pursuant to such contract; and/or (fxlii)), and Sections 6.3(b)(xviii), (xxi), (xxv), (xxxix), (xli) and/or (xlii) and (4) any restrictions of the nature described in clause (3) above Permitted Receivables Financing solely with respect to the transfer of assets secured by a Lien that is permitted by this Indenture subject to be Incurredsuch Permitted Receivables Financing; (gii) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any encumbrance or restriction Lien) contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Dateleases, and any amendmentssubleases, modificationslicenses, restatementssublicenses, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, taken as a whole; (i) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by this Indenture; (k) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (liii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Equity Interests not otherwise prohibited under this Agreement; (iv) that are assumed in connection with any acquisition of property or the Equity Interests of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its Subsidiaries (including the Equity Interests of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (v) set forth in any agreement for any disposition of any Restricted Subsidiary (or all or substantially all of the sale assets thereof) that restricts the payment of dividends or other disposition distributions or the making of a Restricted Subsidiary that restricts distributions cash loans or advances by that such Restricted Subsidiary pending the sale or other such disposition; (mvi) set forth in provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis; (vii) imposed by customary provisions in existence partnership agreements, limited liability company agreements, joint venture agreements, other organizational and governance documents and other similar agreements; (viii) on cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such cash, other deposits or net worth or similar restrictions exist; (ix) set forth in documents that exist on the Closing Date, including pursuant to the Existing Notes, the Existing Note Guarantees, the Existing Notes Indentures, this Agreement and the other Loan Documents and, in each case, related documentation and related Derivative Transactions; (1) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date or (2) arising under customary separateness, bankruptcy remoteness and similar provisions included in governing or other documents related to entities structured as special purpose entities in anticipation of financing arrangements, acquisition of assets or similar transactions, in each case, if the relevant restrictions, taken as a whole (as determined in good faith by the Borrower) (A) are not materially less favorable to the holders than the restrictions contained in this Agreement, (B) generally represent market terms at the time of incurrence or structuring, as applicable, taken as a whole, or (C) would not, in the good faith determination of senior management of the Borrower, at the time of incurrence or structuring, as applicable, materially impair the Borrower’s ability to pay the Obligations when due; (xi) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (xii) arising in any Hedge Agreement and/or any agreement relating to Banking Services; (xiii) relating to any asset (or all of the assets) of and/or the Equity Interests of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any disposition of such asset (or assets) and/or all or a portion of the Equity Interests of the relevant Person that is not prohibited by the terms of this Agreement; (xiv) set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower or any Restricted Subsidiary to dispose of or encumber the assets subject thereto; (xv) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business, consistent with past practice or consistent with industry norm; provided that such agreement (i) prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are subject to such agreements, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary or (ii) would not, in the good faith of the Borrower, at the time such Indebtedness is incurred, materially impair the Borrower’s ability to make payments under the Loan Documents when due; (xvi) any encumbrance or restrictions with respect to a Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became or is redesignated as a Restricted Subsidiary at the time it is so designated, so long as Subsidiary; provided that such agreements are agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming or contemplation being redesignated as a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any Restricted Subsidiary other than the assets and property of such designationSubsidiary and its Subsidiaries; orand/or (nxvii) restrictions contained imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in Indebtedness used clauses (i) through (xvi) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to financesuch restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or incurred for refinancing. For purposes of determining compliance with this Section 6.2, (1) the purpose priority of financing, Expansion Capital Expenditures and/or Development Projects any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply only (2) the subordination of (including the application of any standstill requirements to) loans and advances made to the asset (Borrower or a Restricted Subsidiary to other Indebtedness incurred by the Person owning Borrower or such asset) being financed pursuant Restricted Subsidiary shall not be deemed a restriction on the ability to such Indebtednessmake loans or advances.