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

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to create or otherwise cause or permit to exist or become effective any 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 Stock 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 any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) belowFrom and after the Issue Date, the Company will Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Subsidiary Guarantor to: (1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company Issuer or any other Restricted SubsidiaryGuarantor; (2) make loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Guarantor; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other Restricted Subsidiarya Guarantor. (b) Paragraph (aThe restrictions in Section 4.08(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to any fiduciary obligations imposed by law)of the Senior Credit Facilities, the New First-Out First Lien Notes, the New Second Lien Notes, the Existing Notes and, in each case, related documentation and related Hedging Obligations; (2) this Indenture, the Securities or Notes, the Note GuaranteesGuarantees and the Security Documents; (3) Purchase Money Obligations for property acquired in the terms ordinary course of any Indebtedness business or other agreement existing consistent with industry or past practice, and Financing Lease Obligations that at the relevant time otherwise would not be permitted by clause (3) of Section 4.08(a) on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5i) any agreement, arrangement, Indebtedness or Capital Stock of any Person or its affiliates that is acquired by or merged, consolidated or amalgamated with or into any of the Issuer or any Restricted Subsidiary that applies to such Person or its affiliates or any assets acquired in any such acquisition, merger, consolidation or amalgamation or acquisition of assets in existence at the time thereof, or assumed in connection therewith (unless and to the extent created in contemplation thereof), which encumbrance or restriction is not applicable to the Issuer or any of its Restricted Subsidiaries or its properties or assets, other than any such Person or its affiliates or such assets, or any Unrestricted Subsidiary; and (ii) 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 or a Restricted Subsidiary or the transfer of all, substantially all or any of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, any such encumbrance or restriction existing or assumed (unless and to the extent created in contemplation thereof); (6) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Restricted Subsidiary of the Company imposed Issuer pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness permitted to be incurred pursuant to Section 4.09 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash, Cash Equivalents or other deposits under contracts or customary net worth provisions contained in real property leases, in each case, entered into in the ordinary course of business or consistent with industry or past practice and restrictions on cash, Cash Equivalents or other deposits permitted under Section 4.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted SubsidiarySubsidiaries that are not Guarantors permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.09; (10) provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture; (11) 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 or consistent with industry or past practice; provided, provided that such restrictions apply agreement prohibits the encumbrance of solely to the Capital Stock property or assets of the Issuer or such Restricted Subsidiary being soldparty thereto, the payment rights arising thereunder or the proceeds thereof; (612) any encumbrance or restriction with respect to any Unrestricted Subsidiary or any of its affiliates or their respective properties or assets that existed before the date that such Subsidiary became a Restricted Subsidiary if such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary unless and to the extent otherwise permitted by this Indenture; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09; if (A) in the judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments on the Notes when due, (B) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock otherwise not permitted by this Indenture apply only so long as a default in respect of a payment or financial maintenance covenant relating to such Indebtedness, Disqualified Stock or Preferred Stock is not cured or waived or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive, taken as a whole, than those contained in this Article 4 or are not materially more disadvantageous, taken as a whole, to the Holders than is ordinary or customary at the time and under the circumstances for financings for similarly situated borrowers or issuers or available to the Issuer and its Subsidiaries (as determined by the Issuer); (14) restrictions contained in any documentation relating to, or otherwise required or necessary to consummate, any Permitted Receivables Financing; (15) customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment or other transfer thereof (or the assets subject thereto), including with respect to intellectual property; and (16) any encumbrances and restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this Section 4.08(b) if such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the judgment of the Issuer, not materially more restrictive 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 or are not materially more disadvantageous, taken as a whole, to the Holders than is ordinary or customary at the time and under the circumstances for financings for similarly situated borrowers or issuers or available to the Issuer and its Subsidiaries (as determined by the Issuer). (c) For purposes of determining compliance with this Section 4.08, (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 transfer ability to make distributions on Capital Stock and (2) the subordination of copyrighted loans and advances made to the Issuer or patented materials;a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (1) (a) pay dividends or make any other distributions on to the Issuer or in respect any of its Capital Stock Restricted Subsidiaries that is a Guarantor on its Equity Interests or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; (2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries that is a Guarantor; or (3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor. The provisions of the first paragraph of this Section 4.08 shall not apply to encumbrances or restrictions: (a) set forth in any agreement evidencing or governing (i) Indebtedness of a Restricted Subsidiary that is not a Guarantor permitted to be incurred pursuant to Section 4.09 and any corresponding 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), (b), (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), (oo) and/or (pp) of the second paragraph of Section 4.09), (o), (r), (u), (y), (mm), or (oo) and/or (pp) 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) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the ordinary course of business; (c) 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 (it being understood or all or substantially all of the assets thereof) that restricts the subordination payment of dividends or other distributions or the making of cash loans or advances made by such Restricted Subsidiary pending such disposition; (f) 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; (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 (i) in documents that exist on the Issue Date, including pursuant to the Company Notes, the Note Guarantees, the Existing Notes, the Existing Notes Guarantees, this Indenture, the Existing Notes Indenture or (ii) in the Revolving Credit Facility, 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 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 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) 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 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; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming or 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 Subsidiary and its Subsidiaries; and/or (q) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in 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 such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.08, (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 Equity Interests and (2) the subordination of (including the application of any standstill requirements to) loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred incurred by the Company Issuer or any such Restricted Subsidiary 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 any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to that is not a Guarantor to, directly or indirectly, create or otherwise cause or permit 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 or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries; (2ii) make loans or advances to the Company Borrower or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3iii) sell, lease or transfer any of its property properties or assets to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (aThe restrictions in Section 6.06(a) above will hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions 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; (ii) the Senior Exchange Notes Indenture, the Senior Exchange Notes and the guarantees thereof; (iii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 6.06(a) hereof on the property so acquired; (iv) applicable law, law or any applicable rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)order; (2v) this Indentureany agreement or other instrument 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 the acquisition of assets from such Person (but, the Securities in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the Note Guaranteesproperties 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; (3vi) contracts for the terms sale of any Indebtedness or other agreement existing on the Issue Date and any extensionsassets, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) including customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed Borrower pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted 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 Qualified Securitization Facility; provided, provided that such restrictions apply 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 to the Capital Stock property or assets of the Borrower or such Restricted Subsidiary being soldthat are the subject to 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; (6xiv) customary restrictions imposed any other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiaries of the Borrower permitted to be incurred or issued, as applicable, subsequent to the Closing Date pursuant to Section 6.07 hereof and, in each case: (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness, Disqualified Stock or Preferred Stock are not materially less favorable to the Borrower, taken as a whole, than the provisions contained in the Senior Credit Facilities as in effect on the transfer 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 copyrighted default thereunder) the 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 (xv) any encumbrances or patented materials;restrictions of the type 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 the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this Section 6.06(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary Subsidiary, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (2) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiary; or (3) sell, lease or transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (aHowever, the preceding restrictions in Section 3.4(a) above will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (1) applicable lawthe Senior Credit Agreement, ruleany Existing Indebtedness, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed or any other agreements or instruments, in each case in effect on the Issue Date and (ii) pursuant to any fiduciary obligations imposed by law)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 agreements or instruments as in effect on the Issue Date; (2) this Indenture, the Securities or Notes and the Note Subsidiary Guarantees; (3) applicable law, rule, regulation, order, approval, permit or similar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the terms Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Indebtedness Person, other than the Person, or other agreement existing on the Issue Date property or assets of the Person, so acquired and any extensionsamendments, restatements, modifications, renewals, replacementsextensions, amendments supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such extensionamendments, renewalrestatements, replacementmodifications, amendment renewals, extensions, supplements, increases, refundings, replacements or refinancing is notrefinancings 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, materially more restrictive with respect to such encumbrances or restrictions than those in existence effect on the Issue Datedate of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (45) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licensessublicenses (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; (56) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding any agreement which has been entered into for the sale or other disposition of the Equity Interests in, or all or substantially all of the Capital Stock properties or assets of such of, a Restricted Subsidiary; provided, that such restrictions apply solely to restricts distributions by the Capital Stock or assets of such applicable Restricted Subsidiary being soldpending the sale or other disposition; (67) 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 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 incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.2 provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Credit Agreement or any other agreement described in Section 3.4(b)(1) as in effect on the Issue Date; (11) 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 imposed 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, 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 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; (16) any agreement or other instrument of a Unrestricted Subsidiary that is designated a Restricted Subsidiary, in each case that is in existence at the time of such designation (but not created in contemplation of or in connection thereof); and (17) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the extent such encumbrance or restriction restricts the transfer of copyrighted the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, mortgages, purchase money agreements or patented materials;similar instruments.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit 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 or in respect of its Capital Stock or (2) with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits or (y) pay any Indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries; (2b) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3c) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary. (b) Paragraph (a) above will not apply to Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities contractual encumbrances or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing restrictions as in effect on the Issue Date Date, including pursuant to the Credit Agreement and Existing Indebtedness, and any extensionsamendments, modifications, restatements, renewals, replacementsincreases, amendments extensions, supplements, refundings, replacements or refinancings thereof; providedprovided that the encumbrances and restrictions in any such amendments, that such extensionmodifications, renewalrestatements, replacementrenewals, amendment increases, extensions, supplements, refundings, replacements or refinancing is notrefinancings are not materially more restrictive, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence effect on the Issue Date; (4ii) customary non-assignment provisions in contracts(a) this Indenture, agreements, leases, permits (b) the Notes and licenses(c) Guarantees of the Notes; (5iii) restrictions applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into the Issuer or any of its Restricted Subsidiaries 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 applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or assets so assumed; (v) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldpending the closing of such sale or disposition; (6vi) 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 imposed of the nature discussed in clause (c) above on the transfer property so acquired; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of copyrighted business that impose restrictions of the type described in clause (c) above on the property subject to such lease; (xi) other Indebtedness, Disqualified Stock or patented materialsPreferred 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 type of 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 the chief financial officer, chief accounting officer or treasurer of the Issuer; (xii) Refinancing Indebtedness permitted under the terms of this Indenture; provided, that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (xiii) 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 type referred to in clauses (a), (b) and (c) above imposed by any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such extension, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to 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 or in respect of its Capital Stock to the Company or any other Restricted Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary;Stock, (2) make loans or advances to the Company or pay any Indebtedness or other Restricted Subsidiary (it being understood that the subordination of loans or advances made obligations owed to the Company or to any other Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); Subsidiary, or (3) transfer any of its property or assets to the Company or to any other Restricted Subsidiary. Subsidiary (beach such encumbrance or restriction in clause (1), (2) Paragraph or (a) above 3), a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule, regulation law or order (including, without limitation, (i) required by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)Gaming Authority; (2b) this Indenture, the Securities Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Note GuaranteesNotes; 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 terms 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 other agreement restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date Date, and any extensionsamendments, modifications, restatements, renewals, replacementsincreases, amendments supplements, refundings, replacements or refinancings thereofof those agreements; providedprovided that the amendments, that such extensionmodifications, renewalrestatements, replacementrenewals, amendment increases, supplements, refundings, replacement or refinancing is notrefinancings are no more restrictive, taken as a whole, materially more restrictive with respect to such encumbrances or dividend and other payment restrictions than those contained in existence 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; (4j) customary non-assignment provisions with respect to the disposition or distribution of assets or property in contracts, joint venture agreements, leasesasset sale agreements, permits stock sale agreements, sale-leaseback agreements and licensesother similar agreements not prohibited by this Indenture; (5k) restrictions 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 of at the Company imposed pursuant to a binding agreement which has been time it is so designated, so long as such agreements are not entered into for the sale in anticipation or disposition of all or substantially all of the Capital Stock or assets contemplation of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;designation.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: : (1) (a) pay dividends or make any other distributions on to the Issuer or in respect any of its Capital Stock Restricted Subsidiaries that is a Guarantor on its Equity Interests or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Issuer or any other of its Restricted Subsidiary; Subsidiaries that is a Guarantor; (2) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary (it being understood Subsidiaries that the subordination of loans is a Guarantor; or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary. (b) Paragraph (a) above will Subsidiaries that is a Guarantor. The provisions of the first paragraph of this Section 4.08 shall not apply to encumbrances or restrictions existing under restrictions: (a) set forth in any agreement evidencing or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, governing (i) Indebtedness of a Restricted Subsidiary that is not a Guarantor permitted to be incurred pursuant to Section 4.09 and any corresponding 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), (b), (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), (oo) and/or (pp) of the second paragraph of Section 4.09), (o), (r), (u), (y), (mm), or (oo) and/or (pp) 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) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any national stock exchange on which 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) 116 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 has its Capital Stock listed (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; (f) 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; (g) imposed by customary provisions in partnership agreements, limited liability company agreements, joint venture agreements, other organizational and governance documents and other similar agreements; (iih) 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 (i) in documents that exist on the Issue Date, including pursuant to any fiduciary obligations imposed by law); (2) the Notes, the Note Guarantees, the Existing Notes, the Existing Notes Guarantees, this Indenture, the Securities Existing Notes Indentures or (ii) in the Note Guarantees; Revolving Credit Facility, the Letter of Credit Facility, the Term Loan B Facility and the Term Loan A Facility, and, in each case, related documentation and related Derivative Transactions; (3j) the terms of (y) arising pursuant to an agreement or instrument relating to any Indebtedness or other agreement existing on permitted to be incurred after the Issue Date or (z) arising under customary separateness, bankruptcy remoteness and any extensionssimilar provisions included in governing or other documents related to entities structured as special purpose entities in anticipation of financing arrangements, renewalsacquisition of assets or similar transactions, replacementsin each case, amendments 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 refinancings thereof; providedstructuring, that such extension, renewal, replacement, amendment or refinancing is notas 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 more restrictive with respect impair the Issuer’s ability to such encumbrances make payments under the Notes when due; (k) arising under or restrictions than those as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in existence on any Hedge Agreement and/or any agreement relating to Banking Services; (m) relating to any asset (or all of the Issue Date; (4assets) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a of and/or the Equity Interests of the Issuer and/or any Restricted Subsidiary of the Company which is imposed pursuant to a binding an agreement which has been entered into for the sale or in connection with any disposition of such asset (or assets) and/or all or substantially all a portion of the Capital Stock or assets Equity Interests of such Restricted Subsidiary; provided, the relevant Person that such restrictions apply solely to is not prohibited by the Capital Stock or assets terms of such Restricted Subsidiary being soldthis Indenture; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any other of its Restricted Subsidiary;Subsidiaries; or (2) make loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiaries. (b) Paragraph (aThe restrictions in Section 4.08(a) above hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation regulation, order, approval, license, permit or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)similar restriction; (2) this Indenturerestrictions contained in any documents or agreements evidencing, the Securities relating to or the Note Guaranteesotherwise governing a Receivables Financing with respect to any Receivables Subsidiary; (3) the terms of contractual encumbrances or restrictions in effect under (a) any Indebtedness or other agreement existing outstanding on the Issue Date and (b) under any extensions, renewals, replacements, amendments or refinancings thereofIndebtedness otherwise permitted pursuant to this Indenture; provided, provided that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to clause (b) the restrictions contained in the agreements or instruments governing such encumbrances or restrictions Indebtedness are not materially less favorable to Holders of the Notes than those is customary for comparable financings (as determined in existence on good faith by the Issue DateIssuer); (4) customary non-assignment provisions in contracts, agreements, leases, permits and licensesany 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) restrictions with respect to a Restricted Subsidiary of any agreement in effect at the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of time such Restricted Subsidiary being soldbecomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of or in connection with such person becoming a Restricted Subsidiary; (6) customary restrictions imposed contained in any agreement relating to the sale of any asset permitted under Section 4.10 hereof pending the consummation of such sale; (7) customary provisions in joint venture agreements, partnership agreements, limited liability company documents and other similar agreements, in each case, applicable to joint ventures entered into in the ordinary course of business; (8) customary provisions contained in leases or licenses and other similar agreements entered into in the ordinary course of business; (9) customary restrictions in connection with 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 transfer time the property was acquired by the Issuer or a Restricted Subsidiary; (12) restrictions described in clauses (1) and (2) of copyrighted Section 4.08(a) hereof, but only to the extent that such restrictions do not materially adversely affect the consolidated cash position of the Issuer and its Restricted Subsidiaries; and (13) any amendment, restatement, renewal, replacement or patented materials;refinancing of an agreement referred to above; provided such restrictions are not materially more restrictive, taken as a whole, than those under the agreement being amended, restated, renewed, refinanced or replaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i)(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary on its Capital Stock or 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 other Restricted Subsidiary; , (2ii) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3iii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to , except for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date Operative Date, including the Loan and Security Agreement, the Senior Indenture and this Indenture; (b) any extensionsagreement governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in anticipation of such acquisition), renewals, replacements, amendments or refinancings thereof; provided, provided that such extensionrestriction does not extend to or cover any Person, renewalor the properties or assets of any Person, replacementother than the Person so acquired; (c) agreements relating to an acquisition of Property, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to provided that such encumbrances or restrictions than those in existence on relate solely to the Issue DateProperty so acquired; (4d) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (a)-(c) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (a)-(c) is refinancing Indebtedness permitted under Sections 4.10 and 4.15 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 of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied; (e) applicable law; (f) customary non-assignment provisions in contracts, leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements, leases, permits ) and licensesLocal Marketing Agreements; (5g) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into agreements for the sale or disposition of all or substantially all of the Capital Stock or any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on to the Borrower or in respect any of its Restricted Subsidiaries on its Capital Stock Stock, or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries; (2b) make loans or advances to the Company Borrower or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3c) sell, lease or transfer any of its property properties or assets to the Company Borrower or any other of its Restricted Subsidiary. Subsidiaries except (bin each case) Paragraph (a) above will not apply to for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation contractual encumbrances or order (including, without limitation, restrictions (i) by any national stock exchange in effect on which any Restricted Subsidiary has its Capital Stock listed and the Closing Date or (ii) pursuant to any fiduciary obligations imposed by law)in effect on the Distribution Date on substantially the terms described in the 2022 Offering Memorandum, including those arising under the Loan Documents; (2) this (i) the Senior Notes Indenture, the Securities or Senior Notes and, in each case, the Note Guarantees; guarantees thereunder, (3ii) the terms 2025 Senior Notes Indenture, the 2025 Senior Notes and, in each case, the guarantees thereunder and (iii) any agreement governing Indebtedness permitted to be incurred pursuant to Section 7.02; provided that the provisions relating to restrictions of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that type described in clauses (a) through (c) above contained in such extension, renewal, replacement, amendment or refinancing is notagreement, taken as a whole, are (in the good faith determination of the Borrower) not materially more restrictive with respect to such encumbrances than the provisions contained in this Agreement, in the Senior Notes Indenture or in the 2025 Senior Notes Indenture, in each case as in effect when initially executed; (3) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions than those of the nature discussed in existence clause (c) above on the Issue Dateproperty so acquired or leased; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5) any agreement or other instrument of a Person (including an Unrestricted Subsidiary that becomes a Restricted Subsidiary whether by redesignation or otherwise) acquired by or merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (6) contracts for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary of the Company imposed Borrower, that impose restrictions solely on the assets to be sold; (7) any Hedging Obligations; (8) Secured Indebtedness otherwise permitted to be incurred pursuant to a binding agreement which has been Sections 7.01 and 7.02; (9) restrictions on cash or other deposits or net worth imposed by leases, customers under contracts or other contracts or agreements entered into in the ordinary course of business; (10) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 7.02; (11) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture; (12) customary provisions contained in leases, sub-leases, licenses or sub-licenses, permits, contracts and other agreements, in each case, entered into in the ordinary course of business; (13) any agreements entered into in the ordinary course of business, not relating to Indebtedness and that do not, individually or in the aggregate, materially impair (in the good faith determination of the Borrower) the ability of the Borrower or the Subsidiary Guarantors to pay the principal and interest owing and unpaid in respect of the Loans, L/C Obligations or any other Obligations; (14) any agreement for the sale or disposition other Disposition of all or substantially all of the Capital Stock or the assets of such a Restricted Subsidiary; provided, that such restrictions apply solely Subsidiary to the Capital Stock or assets of such extent it restricts distributions by that Restricted Subsidiary being soldpending such sale or other Disposition; (615) customary restrictions provisions imposed on the transfer of copyrighted or patented materials; (16) encumbrances or restrictions relating to the IPC Media Ltd. pension scheme; (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith determination of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (18) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Receivables Facility; provided that such restrictions apply only to the applicable Receivables Subsidiary. For purposes of determining compliance with this Section 7.06, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock will not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness incurred by the Borrower or any Restricted Subsidiary will not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any of its Restricted Subsidiaries (it being understood that the Company priority of any preferred stock in receiving dividends or any other Restricted Subsidiaryliquidating 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 any of its Restricted Subsidiaries; or (iii) sell, lease or transfer any of its properties or assets to any of its Restricted Subsidiaries. (b) The restrictions in Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of: (i) the Note Documents; (ii) applicable law, rule, regulation, order, approval, license, permit or similar restriction (whether or not existing on the Issue Date); (iii) any instrument governing Indebtedness or Capital Stock of a person acquired by the Company or any Restricted Subsidiaries as in effect at the time of such acquisition, except to the extent incurred in contemplation thereof; (iv) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property; (vi) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (it being understood vii) Permitted Refinancing Indebtedness with terms are not materially more restrictive; (viii) other permitted Indebtedness of the Company and Restricted Subsidiaries with terms that are customary and not materially more restrictive than other Indebtedness terms; (ix) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting investments in a Permitted Business and other similar agreements entered into in the ordinary course of business; and (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.12, the subordination of loans or advances made to the Company or any a Restricted Subsidiary to other Indebtedness Incurred incurred by the Company or any such Restricted Subsidiary 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 any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i)(A) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any other of its Restricted Subsidiary; Subsidiaries, (2ii) make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries, or (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3iii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. (b) Paragraph (a) above Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (1A) the provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, (B) 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 November 2004 Indenture, (D) applicable law, rule, regulation (E) any instrument governing Indebtedness or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (ii) pursuant except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any fiduciary obligations imposed by law); (2) this IndenturePerson, the Securities or the Note Guarantees; (3) properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of any this Indenture to be incurred, (F) by reason of customary non-assignment provisions in 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 this clause (iii) of the preceding paragraph, (H) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is notare not materially more restrictive, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those contained in existence on the Issue Date; agreements governing the Indebtedness being refinanced, (4I) contracts for the sale of assets, including, without limitation, customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (J) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to 4.09 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness, (K) 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 with respect to a Foreign Subsidiary pursuant to any agreement relating to Indebtedness Incurred by such Foreign Subsidiary; provided, provided that such Indebtedness was permitted by the terms of the Indenture to be incurred, or (N) any encumbrances or restrictions apply solely of the type referred to in clauses (i), (ii) and (iii) of the Capital Stock first paragraph under this covenant imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assets refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) above; provided that such Restricted Subsidiary being sold; (6) customary restrictions imposed on amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the transfer good faith judgment of copyrighted the Company, no more restrictive, taken as a whole, than those contained in such contract, instrument or patented materials;obligation prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (aSection 4.08(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange agreements governing Existing Indebtedness and the Credit Agreement as in effect on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)the Issue Date; (2) this Indenture, the Securities or Notes and the Note Subsidiary Guarantees; (3) the terms of any Indebtedness applicable law, rule, regulation or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateorder; (4) any instrument or agreement governing 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 or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or any of its Subsidiaries, or the property or assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts, agreements, leases, permits subleases, licenses and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been sublicenses entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldbusiness; (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 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; (8) any instrument or agreement governing Permitted Refinancing Indebtedness; provided that the 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 the ordinary course of business; (12) 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 or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; (15) 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 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 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 encumbrances and restrictions are not materially more restrictive in the aggregate than the restrictions contained in the Indenture and (y) 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) Except as provided in paragraph (b) below, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to create or otherwise cause or permit to exist or become effective any 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 Stock 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 any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities Notes, the Note Guarantees or the Note GuaranteesInterest Reserve Account Pledge Agreement; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to Subsidiary to, create or otherwise cause or permit 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 Stock to the Company or any other a Restricted Subsidiary or pay any Indebtedness owed to the Company or any other a Restricted Subsidiary; , (2) make any loans or advances to the Company or any other a Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other a Restricted Subsidiary. (b) Paragraph (aSection 4.08(a) above will shall not apply to encumbrances or restrictions existing under or by reason ofto: (1) applicable law, rule, regulation any encumbrance or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) restriction pursuant to any fiduciary obligations imposed by law)an agreement in effect at or entered into on the Issue Date or with respect to the ABL Credit Facility; (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by 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 such Indebtedness was permitted by the terms of this Indenture, the Securities or the Note GuaranteesIndenture to be Incurred; (3) the terms 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 any Indebtedness amendment to an agreement referred to in clause (a)(1) or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments (a)(2) of this Section 4.08 or refinancings thereofthis clause (3); provided, however, that the encumbrances and restrictions with respect to such extensionRestricted Subsidiary contained in any such refinancing agreement or amendment are, renewalin the good faith judgment of the Company’s Board of Directors, replacement, amendment or refinancing is notnot materially more restrictive, taken as a whole, materially more restrictive with respect to such Restricted Subsidiary than the encumbrances or and restrictions than those contained in existence on the Issue Datesuch predecessor agreement; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions any encumbrance or restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldpending the closing of such sale or disposition; (5) any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (6) customary restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into in the 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; (8) provisions contained in any license, permit or other accreditation with a regulatory authority relating to a Related Business and entered into in the ordinary course of business; (9) provisions 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 copyrighted the property or patented materials;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, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Company, which limitation is applicable only to the assets that are the subject of such agreements and any proceeds therefrom.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to that are not Guarantors to, directly or indirectly, create or otherwise cause or permit 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 or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or 70 participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or Issuer, in the case of a Restricted Subsidiary that is not a Guarantor, to any other Restricted SubsidiarySubsidiary that is a Guarantor; (2b) make loans or advances to the Company or any other Issuer or, in the case of a Restricted Subsidiary (it being understood that the subordination of loans or advances made is not a Guarantor, to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed that is a restriction on the ability to make loans or advances)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 other Restricted Subsidiary. (b) Paragraph (a) above will not apply to Subsidiary that is a Guarantor; except in each case for such encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date with respect to existing indebtedness listed on Schedule 1 attached hereto, rule, regulation including contractual encumbrances or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) restrictions pursuant to any fiduciary obligations imposed by law)the Super Priority Credit Facility; (2) this Indenture, the Securities or Securities, the Note related Guarantees, the Pari Intercreditor Agreement, the ABL Intercreditor Agreement and the Security Documents; (3) purchase money obligations for property acquired and Finance Lease Obligations in the terms ordinary course of any Indebtedness or other agreement existing business that impose restrictions of the nature discussed in clause (c) above on the Issue Date and any extensions, renewals, replacements, amendments property or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateassets so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries; (6) contracts or agreements for the sale of assets, including any restrictions with respect to a Restricted Subsidiary of the Company imposed Issuer pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) 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 SubsidiarySubsidiaries 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 type referred to in Sections 4.05(a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided, provided that 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 apply solely taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or 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 not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers or as otherwise in effect on the Issue Date, 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 and when they come due ; (14) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (15) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 4.06 pending the consummation of such sale, transfer, lease or other disposition; (16) customary restrictions and conditions contained in the document 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 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, (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 Stock and (2) the subordination of loans or assets of advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary being sold; (6) customary restrictions imposed shall not be deemed a restriction on the transfer of copyrighted ability to make loans or patented materials;advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Borrower shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Borrower or any other of its Restricted Subsidiary Subsidiaries or pay any Indebtedness indebtedness owed to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Borrower or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) transfer any of its property properties or assets to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (a) above However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed Existing Indebtedness and (ii) pursuant to any fiduciary obligations imposed by law)the Nortek Credit Agreement; (2) this IndentureAgreement, the Securities 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 Note Loan Guarantees; (3) , as applicable, incurred pursuant to Section 6.06; provided that the terms of any Indebtedness or other agreement existing on the Issue Date encumbrances and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is notrestrictions are no more restrictive, taken as a whole, materially more restrictive than those contained in this Agreement; (3) applicable law or regulation; (4) any agreements or instruments governing Indebtedness or Capital Stock of a Person acquired by the Borrower 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 or issued, as the case may be, in connection with respect or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (5) Indebtedness incurred by Restricted Subsidiaries in compliance with Section 6.06; provided either (i) the provisions relating to such encumbrances encumbrance or restrictions 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 those the provisions contained in existence the Nortek Credit Agreement and the Senior Subordinated Notes Indenture in each case, as in effect on the Issue 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; (46) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licensesother agreements entered into in the ordinary course of business; (57) purchase money obligations for property acquired in the ordinary course of business that impose restrictions with respect to a Restricted Subsidiary on the property so acquired of the Company imposed pursuant to a binding nature described in Section 6.11(a)(3); (8) an agreement which has been entered into for the sale or disposition of all or substantially all of the 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 Restricted Subsidiary; providedencumbrance or restriction, that by its terms, terminates on the earlier of the termination of such restrictions apply solely agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets of such Restricted Subsidiary being to be sold); (69) Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Permitted Liens securing Indebtedness of the Borrower or Liens securing Indebtedness of any Restricted 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 disposition 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, 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 the agreements, contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than the dividend or other payment restrictions contained in 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 transfer Closing Date, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of copyrighted the Borrower’s Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole, than such restrictions contained in such contracts, instruments or patented materials;obligations as in effect on the Closing Date.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other of its Restricted Subsidiary Subsidiaries, or pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph The provisions of paragraph (a) above will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (1) 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 agreements or instruments as in effect on the Issue Date; (2) the Indenture, the Notes and the Subsidiary Guarantees; (3) applicable law, rule, regulation regulation, order, approval, permit or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)similar restriction; (24) this Indentureany instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), the Securities which encumbrance or restriction is not applicable to any Person, or the Note Guarantees; (3) the terms properties or assets of any Indebtedness Person, other than the Person, or other agreement existing on the Issue Date property or assets of the Person, so acquired and any extensionsamendments, restatements, modifications, renewals, replacementsextensions, amendments supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such extensionamendments, renewalrestatements, replacementmodifications, amendment renewals, extensions, supplements, increases, refundings, replacements or refinancing is notrefinancings 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, materially more restrictive with respect to such encumbrances or restrictions than those in existence effect on the Issue Datedate of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; (45) customary non-assignment provisions in contracts, agreementsleases and licenses (including, leaseswithout limitation, permits and licenseslicenses of intellectual property) entered into in the ordinary course of business; (56) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding any agreement which has been entered into for the sale or other disposition of the Equity Interests in, or all or substantially all of the Capital Stock properties or assets of such of, a Restricted Subsidiary; provided, that such restrictions apply solely to restricts distributions by the Capital Stock or assets of such applicable Restricted Subsidiary being soldpending the sale or other disposition; (67) 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 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 Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.06; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and principal financial officer of the Company, than the provisions contained in the Senior Credit Agreement as in effect on the Issue Date; (11) 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 principal financial officer of the Company; (12) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (13) Hedging Obligations permitted from time to time under the Indenture; (14) restrictions on cash or other deposits or net worth imposed on by customers 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 copyrighted the lease, the property leased thereunder or patented materialsthe other interests therein; (B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements 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; and (C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the extent such encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) belowSection 4.10(b), the Company will not, and will not cause or permit any of its Restricted Subsidiaries to create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect any Equity Interests of its Capital Stock to the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary or Subsidiaries; (2) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary; (23) make loans or advances to the Company or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (34) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (aThe restrictions in Section 4.10(a) above hereof will not apply to any encumbrances or restrictions: (1) existing on the Issue Date in the Indenture or any other agreements in effect on the Issue Date, or contained in agreements governing Debt incurred by DBM Global and its Restricted Subsidiaries after the Issue Date pursuant to Section 4.11(b)(15) and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing of the foregoing (a) are, in the determination of the Company, taken as a whole, no less favorable in any material respect to the noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced or (b) are not, in the determination of the Company, expected to materially adversely affect the ability of the Company to make interest, principal and redemption payments on the Notes; (2) existing under or by reason of: (1) of applicable law, rule, regulation regulation, order, permit or order (includinggrant, without limitationincluding for the avoidance of doubt, (i) by any national stock exchange encumbrance or restriction on which any Restricted Insurance Subsidiary has its Capital Stock listed and (ii) pursuant by, or included in any agreement with, any governmental authority having the power to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guaranteesregulate such Insurance Subsidiary; (3) existing with respect to any Person, or to the terms property or assets of any Indebtedness Person, at the time the Person is acquired by the Company or any Subsidiary, which encumbrances or restrictions are not applicable to any other agreement existing on Person or the Issue Date property or assets of any other Person (other than Subsidiaries of such Person) and any extensions, renewals, replacements, amendments or refinancings thereof; providedof any of the foregoing, that such provided the encumbrances and restrictions in the extension, renewal, replacement, amendment replacement or refinancing is not(a) are, in the determination of the Company, taken as a whole, materially more restrictive with no less favorable in any material respect to such the noteholders than the encumbrances or restrictions than those being extended, renewed, replaced or refinanced or (b) are not, in existence the determination of the Company, expected to materially adversely affect the ability of the Company to make interest, principal and redemption payments on the Issue DateNotes; (4) of the type described in clause (a)(4) above (i) that restrict in a customary non-manner the subletting, assignment provisions in contractsor transfer of any property or asset that is subject to a lease or license or (ii) by virtue of any Lien on, agreementsor agreement to transfer, leasesoption or similar right (including any asset sale or stock sale agreement) with respect to any property or assets of, permits and licensesthe Company or any Subsidiary; (5) restrictions with respect to a Restricted Subsidiary of the Company and imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all Capital Stock of, or substantially all property and assets of, the Subsidiary (or of other Subsidiaries of the Capital Stock or assets of Company that own such Restricted Subsidiary; provided, ) that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldis not prohibited by Section 4.12 hereof; (6) customary restrictions imposed on existing pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture and other similar agreements that (a) restrict the transfer of copyrighted ownership interests in such partnership, limited liability company, joint venture or patented materialssimilar Person, (b) restrict non-pro-rata dividends or other distributions on any series of Equity Interests, or subject dividends or other distributions on any Equity Interests to the satisfaction of financial tests, (c) contain restrictions of the type set forth in clause (a)(3) or (a)(4) of this Section 4.10 or (d) are not, in the determination of the Company, expected to materially adversely affect the ability of the Company to make interest, principal and redemption payments on the Notes; (7) consisting of 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; (8) existing pursuant to purchase money and capital lease obligations for property acquired in the ordinary course of business; (9) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance solely of the property or assets of the Company or such Subsidiary (or their respective Subsidiaries) that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Subsidiary or any other assets or property of any other Subsidiary; (10) pursuant to agreements governing other Debt not prohibited to be incurred under Section 4.11 or contained or arising in connection with any Reinsurance Agreement or agreement entered into by an Insurance Subsidiary and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein do not materially adversely affect the ability of the Company to make interest, principal and redemption payments on the Notes; and (11) with respect to clause (4) above, customary encumbrances, restrictions or conditions with respect to the leasing of vessels similar to those contained in the credit documents evidencing Debt permitted under Section 4.11(b)(17). (c) For purposes of determining compliance with this Section 4.10, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or other Preferred Stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Company or any Subsidiary to other Debt Incurred by the Company or any such Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any Restricted Subsidiary, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any other Restricted Subsidiary; (2ii) make loans or advances to the Company Issuer or any other Restricted Subsidiary Subsidiary; or (it iii) sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary; provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being understood that paid on common stock, (y) the subordination of (including the application of any standstill period to) loans or advances made to the Company Issuer or any Restricted Subsidiary to other Indebtedness Incurred incurred by the Company Issuer or any Restricted Subsidiary and (z) the provisions contained in documentation governing or relating to Indebtedness requiring transactions between or among the Issuer and any Restricted Subsidiary or between or among any Restricted Subsidiaries to be on fair and reasonable terms or on an arm’s-length basis, in each case, shall not be deemed a restriction on the ability to make loans constitute such an encumbrance or advances); or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiaryrestriction. (b) Paragraph (aThe provisions of Section 4.16(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements or instruments governing or relating to Indebtedness as in effect on the Issue Date (including, but not limited to, the Convertible Notes, the Existing Notes, the Secured Notes, the Existing Credit Facilities and the Existing ECA Facilities) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements, whether or not such Indebtedness is incurred concurrently with or subsequent to the issuance of the Notes; (ii) this Indenture, the Notes and the Note Guarantee; (iii) customary provisions contained in agreements or instruments governing other Indebtedness permitted to be incurred under Section 4.06 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; (iv) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any license, authorization, concession or permit; (v) any agreement or instrument governing or relating to Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (other than any agreement existing or instrument entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (vi) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business; (vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the Issue Date property purchased or leased of the nature set forth in Section 4.16(a)(iii) or any encumbrance or restriction pursuant to a joint venture agreement or similar arrangement that imposes restrictions on the transfer of the assets of the joint venture or similar arrangement; (viii) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and any extensions, renewals, replacements, amendments assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or refinancings thereofother disposition; (ix) Permitted Refinancing Indebtedness; provided, provided that either (i) the restrictions contained in the agreements or instruments governing such extension, renewal, replacement, amendment or refinancing is notPermitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, materially more restrictive with respect to than those contained in the agreements or instruments governing the Indebtedness being refinanced or (ii) the Company determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions than those will not adversely affect, in existence any material respect, the Issuer’s ability to make principal or interest payments on the Issue DateNotes; (4x) customary non-assignment provisions in contracts, agreements, leases, permits and licensesLiens permitted to be incurred under Section 4.07 that limit the right of the debtor to dispose of the assets subject to such Liens; (5xi) 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 (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (xiii) any customary Productive Asset Leases for Vessels and other assets used in the ordinary course of business; provided that such encumbrance or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease; (xiv) any encumbrance or restriction existing with respect to a Restricted any Unrestricted Subsidiary of or the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock property or assets of such Unrestricted Subsidiary that is designated as a Restricted Subsidiary; providedSubsidiary in accordance with the terms of this Indenture at the time of such designation and not incurred in contemplation of such designation, that which encumbrances or restrictions are not applicable to any Person other than such restrictions apply solely to Unrestricted Subsidiary or the Capital Stock property or assets of such Restricted Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary for the business of such Unrestricted Subsidiary being soldand would not, at the time agreed to, be expected to affect the ability of the Issuer and the Guarantor to make payments under the Notes and this Indenture; (6xv) customary encumbrances or restrictions imposed on contained in agreements in connection with Hedging Obligations permitted under this Indenture; (xvi) [reserved]; and (xvii) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the transfer agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xvi), or in this clause (xvii); provided that the terms and conditions of copyrighted any such encumbrances or patented materials;restrictions are no more restrictive in any material respect than those under or pursuant to the agreement so extended, renewed, refinanced, replaced, amended, modified, restated or supplemented.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) belowFrom and after the Issue Date, the Company will Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Subsidiary Guarantor to: (1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company Issuer or any other Restricted SubsidiaryGuarantor; (2) make loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Guarantor; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other Restricted Subsidiarya Guarantor. (b) Paragraph (aThe restrictions in Section 4.08(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to any fiduciary obligations imposed by law)the Senior Credit Facilities and the Issuer Existing Notes and, in each case, related documentation and related Hedging Obligations; (2) this Indenture, the Securities or Notes, the Note GuaranteesGuarantees related thereto and the Security Documents; (3) Purchase Money Obligations for property acquired in the terms ordinary course of any Indebtedness business or other agreement existing consistent with industry or past practice, and Financing Lease Obligations that at the relevant time otherwise would not be permitted by clause (3) of Section 4.08(a) on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5i) any agreement, arrangement, Indebtedness or Capital Stock of any Person or its affiliates that is acquired by or merged, consolidated or amalgamated with or into any of the Issuer or any Restricted Subsidiary that applies to such Person or its affiliates or any assets acquired in any such acquisition, merger, consolidation or amalgamation or acquisition of assets in existence at the time thereof, or assumed in connection therewith (unless and to the extent created in contemplation thereof), which encumbrance or restriction is not applicable to the Issuer or any of its Restricted Subsidiaries or its properties or assets, other than any such Person or its affiliates or such assets, or any Unrestricted Subsidiary; and (ii) 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 or a Restricted Subsidiary or the transfer of all, substantially all or any of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, any such encumbrance or restriction existing or assumed (unless and to the extent created in contemplation thereof); (6) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Restricted Subsidiary of the Company imposed Issuer pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness permitted to be incurred pursuant to Section 4.09 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash, Cash Equivalents or other deposits under contracts or customary net worth provisions contained in real property leases, in each case, entered into in the ordinary course of business or consistent with industry or past practice and restrictions on cash, Cash Equivalents or other deposits permitted under Section 4.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted SubsidiarySubsidiaries that are not Guarantors permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.09; (10) provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture; (11) 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 or consistent with industry or past practice; provided, provided that such restrictions apply agreement prohibits the encumbrance of solely to the Capital Stock property or assets of the Issuer or such Restricted Subsidiary being soldparty thereto, the payment rights arising thereunder or the proceeds thereof; (612) any encumbrance or restriction with respect to any Unrestricted Subsidiary or any of its affiliates or their respective properties or assets that existed before the date that such Subsidiary became a Restricted Subsidiary if such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary unless and to the extent otherwise permitted by this Indenture; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09; if (A) in the judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments on the Notes when due, (B) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock otherwise not permitted by this Indenture apply only so long as a default in respect of a payment or financial maintenance covenant relating to such Indebtedness, Disqualified Stock or Preferred Stock is not cured or waived or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Senior Credit Facilities, the Issuer Existing Notes or the Notes as in effect on the Issue Date or are not materially more disadvantageous, taken as a whole, to the Holders than is ordinary or customary at the time and under the circumstances for financings for similarly situated borrowers or issuers or available to the Issuer and its Subsidiaries (as determined by the Issuer); (14) restrictions contained in any documentation relating to, or otherwise required or necessary to consummate, any Permitted Receivables Financing; (15) customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment or other transfer thereof (or the assets subject thereto), including with respect to intellectual property; and (16) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this Section 4.08(b) if such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the judgment of the Issuer, not materially more restrictive 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 or are not materially more disadvantageous, taken as a whole, to the Holders than is ordinary or customary at the time and under the circumstances for financings for similarly situated borrowers or issuers or available to the Issuer and its Subsidiaries (as determined by the Issuer). (c) For purposes of determining compliance with this Section 4.08, (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 transfer ability to make distributions on Capital Stock and (2) the subordination of copyrighted loans and advances made to the Issuer or patented materials;a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: : (1a) pay dividends or make any other distributions on or in respect of its Capital Stock Equity Interests, (b) make loans or advances or pay any Indebtedness or other obligation owed to the -44- 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 any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to , except for such encumbrances or restrictions existing under or by reason of: (1i) applicable law; (ii) this Indenture, rule, regulation the Notes and the Note Guarantees; (iii) non-assignment provisions of any contract or order any lease entered into in the ordinary course of business; (iv) agreements existing on the Issue Date (including, without limitation, (ithe Credit Agreement and the QwestDex Credit Agreement) by as in effect on that date or any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions not more materially restrictive than those the Credit Agreement as in existence effect on the Issue Date; (4v) customary non-assignment provisions in contracts, agreements, leases, permits and licensesrestrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (5vi) restrictions with respect 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 Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (viii) any customary encumbrance or restriction applicable to a Restricted Subsidiary of the Company imposed pursuant to a binding that is contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldinstrument governing Indebtedness incurred under Section 4.06; (6ix) customary restrictions imposed on 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 copyrighted ownership interests in such partnership, limited liability company, joint venture or patented materialssimilar Person; (x) Purchase Money Indebtedness incurred in compliance with Section 4.06 that impose restrictions of the nature described in clause (c) above on the assets acquired; and (xi) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided that such amendments or refinancings are, in the good faith judgment of QCII's Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (1) (a) pay dividends or make any other distributions on to the Issuer or in respect any of its Capital Stock Restricted Subsidiaries that is a Guarantor on its Equity Interests or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; (2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries that is a Guarantor; or (3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor. The provisions of the first paragraph of this Section 4.08 shall not apply to encumbrances or restrictions: (a) set forth in any agreement evidencing or 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 Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing; (b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the ordinary course of business; (c) 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 (it being understood or all or substantially all of the assets thereof) that restricts the subordination payment of dividends or other distributions or the making of cash loans or advances made by such Restricted Subsidiary pending such disposition; (f) 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; (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 Company 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) 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 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; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming or 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 Subsidiary and its Subsidiaries; and/or (q) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in 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 such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.08, (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 Equity Interests and (2) the subordination of (including the application of any standstill requirements to) loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred incurred by the Company Issuer or any such Restricted Subsidiary 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 any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Borrower shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Borrower or any other of its Restricted Subsidiary Subsidiaries or pay any Indebtedness indebtedness owed to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Borrower or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) transfer any of its property properties or assets to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (a) above However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed Existing Indebtedness and (ii) pursuant to any fiduciary obligations imposed by law)the Nortek Credit Agreement; (2) this IndentureAgreement, the Securities 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 Note Loan Guarantees; (3) , as applicable, incurred pursuant to Section 6.06; provided that the terms of any Indebtedness or other agreement existing on the Issue Date encumbrances and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is notrestrictions are no more restrictive, taken as a whole, materially more restrictive than those contained in this Agreement; (3) applicable law or regulation; (4) any agreements or instruments governing Indebtedness or Capital Stock of a Person acquired by the Borrower 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 or issued, as the case may be, in connection with respect or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (5) Indebtedness incurred by Restricted Subsidiaries in compliance with Section 6.06; provided either (i) the provisions relating to such encumbrances encumbrance or restrictions 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 those the provisions contained in existence the Nortek Credit Agreement and the Senior Subordinated Notes Indenture in each case, as in effect on the Issue 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; (46) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licensesother agreements entered into in the ordinary course of business; (57) purchase money obligations for property acquired in the ordinary course of business that impose restrictions with respect to a Restricted Subsidiary on the property so acquired of the Company imposed pursuant to a binding nature described in Section 6.11(a)(3); (8) an agreement which has been entered into for the sale or disposition of all or substantially all of the 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 Restricted Subsidiary; providedencumbrance or restriction, that by its terms, terminates on the earlier of the termination of such restrictions apply solely agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets of such Restricted Subsidiary being to be sold); (69) Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Permitted Liens securing Indebtedness of the Borrower or Liens securing Indebtedness of any Restricted 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 disposition 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, 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 the agreements, contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower's Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than the dividend or other payment restrictions contained in 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 transfer Closing Date, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of copyrighted the Borrower's Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole, than such restrictions contained in such contracts, instruments or patented materials;obligations as in effect on the Closing Date.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Borrower will not, and will not cause or permit any of its the Restricted Subsidiaries to that are not Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or permit 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 or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company Borrower or any other of the Restricted SubsidiarySubsidiaries; (2ii) make loans or advances to the Company Borrower or any other of the Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3iii) sell, lease or transfer any of its property properties or assets to the Company Borrower or any other of the Restricted Subsidiary. Subsidiaries, except (bin each case) Paragraph (a) above will not apply to for such encumbrances or restrictions existing under or by reason of: (1A) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation and related Hedging Obligations; (B) the PIK Notes Indenture; (C) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (iii) above, in each case, only with respect to the property so acquired; (D) applicable law, law or any applicable rule, regulation or order order; (includingE) any agreement or other instrument of a Person acquired by or merged, without limitation, (i) by any national stock exchange on which amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary has its Capital Stock listed and in existence at the time of such acquisition 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 (ii) pursuant but, in each case, not created in contemplation thereof); provided that such encumbrance or restriction is not applicable to any fiduciary obligations imposed by law)Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (2F) this Indenturecontracts for the sale of assets, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) including customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed Borrower pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, pending the sale of such assets; (G) 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 (iii) above on the property subject to such lease, sub-lease, license, sub-license or other similar agreement; (K) 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 with 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, provided that such restrictions apply solely agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Capital Stock Borrower or any other Restricted Subsidiary other than the assets and property of such Restricted Subsidiary being soldSubsidiary; (6M) customary other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries that are not Subsidiary Guarantors that is permitted to be incurred subsequent to the Closing Date pursuant to Section 6.01; (N) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to Section 6.01; provided that, in the good faith judgment of the Borrower, the encumbrances and restrictions contained therein will not materially impair the Borrower’s ability to make payments hereunder; and (O) any encumbrances or restrictions of the type referred to in clause (i), (ii) or (iii) above imposed on by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the transfer contracts, instruments or obligations referred to in any of copyrighted clauses (A) through (N) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or patented materials;refinancings are, in the good faith judgment of the Borrower, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary of the Company, 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 Restricted Subsidiary of the Company (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted SubsidiarySubsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness); (2) make loans or advances to the Company or any other Restricted Subsidiary of the Company (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiary Subsidiaries to other Indebtedness Incurred incurred by the Company or any of its Restricted Subsidiary Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) of this Section 4.08(a)). (b) Paragraph (aSection 4.08(a) above will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) applicable lawagreements governing Existing Indebtedness, ruleExisting Project Loans and Affiliate Indebtedness, regulation or order (includingand the Credit Agreements, without limitationin each case, (i) by as in effect on the Issue Date and any national stock exchange other agreements in effect on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)the Issue Date; (2) this Indenture, the Securities or Notes and the Note Guarantees; (3) the terms of any Indebtedness applicable law, rule, regulation or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateorder; (4) any instrument governing Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Company or any Restricted Subsidiary of the Company as in effect at the time of such acquisition or at the time an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary of the Company (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition or redesignation), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or any of its Subsidiaries, or the property or assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of this Indenture; (5) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been licenses entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldbusiness; (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 4.08(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 Company to the extent it restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under Section 4.12 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 Company or any Restricted Subsidiary of the Company; (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 Company or any Restricted Subsidiary of the Company in any manner material to the Company or any such Restricted Subsidiary; (14) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary of the Company 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 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 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) or clause (18) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those 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 accordance with Section 4.09 that, in the good faith judgment of Senior Management, are not materially more restrictive, taken as a whole, than those applicable to the Company in this Indenture on the Issue Date (which results in encumbrances or restrictions on Restricted Subsidiaries of the Company comparable to those applicable to the Company) or (y) other Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09; provided that with respect to this subclause (y) of this clause (18), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Senior Management).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions distribution on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary or Stock, (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary;, (23) make loans or advances to any Investment in the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (34) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. (b) Paragraph However, paragraph (a) above will shall not apply to encumbrances prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of: (1) applicable lawany agreement (including with respect to the Credit Agreement, rulethis Indenture, regulation or order (including, without limitation, (ithe Notes and the Guarantees) by any national stock exchange in effect on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)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 Securities 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 Note Guaranteesproperties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) the terms of any agreement governing any Indebtedness or other agreement existing on permitted by clause (7) of the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that definition of Permitted Debt as to the assets financed with the proceeds of such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue DateIndebtedness; (4) any agreements or instruments governing any Acquired Debt or other agreement of any entity related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any person, other than the Person, or the property or assets of the Person, so acquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture; (5) applicable law or any 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 contracts, agreements, leases, permits and licenseslicenses or contracts; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been 8) customary agreements entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specific assets that are permitted to be incurred under Section 4.11 hereof and that limit the transfer of such Restricted Subsidiary; provided, that such restrictions apply solely to the assets or Capital Stock pending their sale or assets of such Restricted Subsidiary being soldother disposition; (69) customary other Indebtedness of the Company or any Restricted Subsidiary that is pari passu in right of payment with the Notes or the Guarantees, incurred under an indenture pursuant to Section 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; (10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive in any material respect, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (11) restrictions on cash or other deposits or net worth imposed on by customers under contracts entered into in the transfer ordinary course of copyrighted business; and (12) any agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or patented materials;refinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement so extended, renewed, refinanced or replaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company 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 Company 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 SubsidiarySubsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness); (2) make loans or advances to the Company Issuer or any other Restricted Subsidiary of the Issuer (it being understood that the subordination of loans or advances made to the Company Issuer or any of its Restricted Subsidiary Subsidiaries to other Indebtedness Incurred incurred by the Company Issuer or any of its Restricted Subsidiary 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 any other Restricted SubsidiarySubsidiary of the Issuer (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) of this Section 4.09(a)). (b) Paragraph (aSection 4.09(a) above will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) 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; (2) this Indenture and the Notes (and any Note Guarantee); (3) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateorder; (4) any instrument governing Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Issuer or any Restricted Subsidiary of the Issuer as in effect at the time of such acquisition or at the time an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary of the Issuer (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition or redesignation), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or any of its Subsidiaries, or the property or assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of this Indenture; (5) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been licenses entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldbusiness; (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 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 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 the contracts, instruments or obligations referred to in clauses (1) through (16) or clause (18) of this Section 4.09(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Senior 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 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 accordance with Section 4.10 that, in the good faith judgment of Senior 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 (which results in encumbrances or restrictions on Restricted Subsidiaries of the Issuer comparable to those applicable to the Issuer) or (y) other Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to Section 4.10; provided that with respect to this subclause (y) of this clause (18), such encumbrances or restrictions shall not materially adversely affect the Issuer’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Senior Management or the Board of Directors).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Borrower shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (i) (1) pay dividends or make any other distributions on to the Borrower or in respect any of its Capital Stock Restricted Subsidiaries that is a Guarantor on its Equity Interests or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; (2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries that is a Guarantor; or (iii) sell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries that is a Guarantor. (b) The restrictions in Section 6.2(a) shall not apply to encumbrances or 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 the assets intended to secure such Indebtedness, (3) 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)(xviii), (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 other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other 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 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 (it being understood or all or substantially all of the assets thereof) that restricts the subordination payment of dividends or other distributions or the making of cash loans or advances made by such Restricted Subsidiary pending such disposition; (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 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 Company 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; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming or 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 Subsidiary and its Subsidiaries; and/or (xvii) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in 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 such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.2, (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 Equity Interests and (2) the subordination of (including the application of any standstill requirements to) loans and advances made to the Borrower or a Restricted Subsidiary to other Indebtedness Incurred incurred by the Company Borrower or any such Restricted Subsidiary 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 any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to create or otherwise cause or permit to exist or become effective any 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 Stock 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 any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of:of:‌ (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities Notes, the Note Guarantees or the Note GuaranteesSecurity Documents; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, provided that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold;or (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, create or otherwise cause or permit 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 or in respect any Equity Interests of its Capital Stock to such Restricted Subsidiary owned by the Company or any other of its Restricted Subsidiary or Subsidiaries; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; Subsidiary; (23) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (34) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (aThe restrictions in Section 4.07(a) above hereof will not apply to restrict any encumbrances or 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) existing under or by reason of: (1) of applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; order; (4) customary non-assignment provisions in contractson cash, agreementsCash Equivalents or other deposits or net worth imposed under contracts entered into the ordinary course of business, leasesincluding such restrictions imposed by customers or insurance, permits and licenses; surety or bonding companies; (5) restrictions with respect to a Restricted Subsidiary Foreign Subsidiary, entered into in the ordinary course of the Company imposed business or pursuant to the terms of Indebtedness of a binding agreement which has been entered into for Foreign Subsidiary that was Incurred by such Foreign Subsidiary in compliance with the sale or disposition terms of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;this Indenture;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, create or otherwise cause or permit 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 Stock to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits; (2) pay any Indebtedness Debt owed to the Company Parent Guarantor or any other Restricted Subsidiary; (23) make loans or advances to the Company Parent Guarantor or any other Restricted Subsidiary Subsidiary; or (it 4) transfer any of its properties or assets to the 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 understood that paid on common stock and (ii) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company Parent Guarantor or any Restricted Subsidiary to other Indebtedness Debt Incurred by the Company Parent Guarantor or any Restricted Subsidiary shall will not be deemed a restriction on the ability to make loans constitute such an encumbrance or advances); or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiaryrestriction. (b) Paragraph (aThe provisions of Section 4.08(a) above hereof will not apply to encumbrances or restrictions existing under or by reason ofto: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed encumbrances and (ii) pursuant to any fiduciary obligations restrictions imposed by law)the Notes, this Indenture, the Guarantees, the Credit Facilities, the Intercreditor Agreement or the Security Documents; (2) this Indentureencumbrances or restrictions imposed by Debt permitted to be Incurred under Credit Facilities or any guarantee thereof in accordance with Section 4.09 hereof; provided that in the case of any such encumbrances or restrictions imposed under any Credit Facility, such encumbrances or restrictions are not materially more restrictive taken as a whole than those imposed by the Securities or Credit Agreement as of the Note GuaranteesIssue Date; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those contained in existence 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 manner the subletting, assignment or transfer of any properties or assets that are subject to a lease, license, conveyance or other similar agreement to which the Parent Guarantor or any Restricted Subsidiary 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 payment of rent; (5) encumbrances or restrictions contained in any agreement or other instrument of a Person or relating to assets acquired by the Parent Guarantor or any Restricted Subsidiary in effect at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (6) encumbrances or restrictions contained in contracts for sales of Capital Stock or assets permitted by Section 4.10 hereof with respect to the assets or 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; (7) encumbrances or restrictions imposed by applicable law or regulation or by governmental licenses, concessions, franchises or permits; (8) 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 arising by reason of customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (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 a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldcontained in any such agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in such Initial Agreement (as determined in good faith by the Parent Guarantor); (613) 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 than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Parent Guarantor) or (ii) such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Parent 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; (14) any encumbrances or restrictions imposed on by any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of the transfer contracts, instruments or obligations referred to in clauses (12) or (13) of copyrighted this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or patented materials;refinancings are, in the good faith judgment of the Parent Guarantor’s Board of Directors, no more restrictive (taken as a whole) with respect to such encumbrances or restrictions in any material respect than those contained in the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, extension, increase, supplement, refunding, replacement or refinancing; or (15) with respect to restrictions or encumbrances referred to in Section 4.08(a)(4) hereof, encumbrances or restrictions existing by reason of any Lien permitted under Section 4.12 hereof.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to 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 or in respect of its Capital Stock to the Company or any other Restricted Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary;Stock, (2) make loans or advances to the Company or pay any Indebtedness or other Restricted Subsidiary (it being understood that the subordination of loans or advances made obligations owed to the Company or to any other Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); Subsidiary, or (3) transfer any of its property or assets to the Company or to any other Restricted Subsidiary. Subsidiary (beach such encumbrance or restriction in clause (1), (2) Paragraph or (a) above 3), a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule, regulation law or order (including, without limitation, (i) required by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)Gaming Authority; (2b) this Indenture, the Securities Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Note GuaranteesNotes; 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 terms 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 other agreement restriction contained in the Indebtedness being refinanced; (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date Date, and any extensionsamendments, modifications, restatements, renewals, replacementsincreases, amendments supplements, refundings, replacements or refinancings thereofof those agreements; providedprovided that the amendments, that such extensionmodifications, renewalrestatements, replacementrenewals, amendment increases, supplements, refundings, replacement or refinancing is notrefinancings are no more restrictive, taken as a whole, materially more restrictive with respect to such encumbrances or dividend and other payment restrictions than those contained in existence 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; (4j) customary non-assignment provisions with respect to the disposition or distribution of assets or property in contracts, joint venture agreements, leasesasset sale agreements, permits stock sale agreements, sale-leaseback agreements and licensesother similar agreements not prohibited by this Indenture; (5k) restrictions 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 of at the Company imposed pursuant to a binding agreement which has been 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 sale or disposition purpose of all or substantially all of the financing, Expansion Capital Stock or assets of such Restricted Subsidiary; Expenditures and/or Development Projects and Permitted Refinancing Indebtedness in respect thereof, provided, that such restrictions apply solely only to the Capital Stock asset (or assets of the Person owning such Restricted Subsidiary asset) being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;financed pursuant to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any other of its Restricted Subsidiary;Subsidiaries; or (2) make loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiaries. (b) Paragraph (aThe restrictions in Section 4.08(a) above hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation regulation, order, approval, license, permit or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)similar restriction; (2) this Indenturerestrictions contained in any documents or agreements evidencing, the Securities relating to or the Note Guaranteesotherwise governing a Receivables Financing with respect to any Receivables Subsidiary; (3) the terms of contractual encumbrances or restrictions in effect under (a) any Indebtedness or other agreement existing represented by the Initial Notes, (b) any Indebtedness outstanding on the 2021 Notes Issue Date and (c) under any extensions, renewals, replacements, amendments or refinancings thereofIndebtedness otherwise permitted pursuant to this Indenture; provided, provided that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to clause (c) the restrictions contained in the agreements or instruments governing such encumbrances or restrictions Indebtedness are not materially less favorable to Holders of the Notes than those is customary for comparable financings (as determined in existence on good faith by the Issue DateIssuer); (4) customary non-assignment provisions in contracts, agreements, leases, permits and licensesany 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) restrictions with respect to a Restricted Subsidiary of any agreement in effect at the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of time such Restricted Subsidiary being soldbecomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of or in connection with such person becoming a Restricted Subsidiary; (6) customary restrictions imposed contained in any agreement relating to the sale of any asset permitted under Section 4.10 hereof pending the consummation of such sale; (7) customary provisions in joint venture agreements, partnership agreements, limited liability company documents and other similar agreements, in each case, applicable to joint ventures entered into in the ordinary course of business; (8) customary provisions contained in leases or licenses and other similar agreements entered into in the ordinary course of business; (9) customary restrictions in connection with 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 transfer time the property was acquired by the Issuer or a Restricted Subsidiary; (12) restrictions described in clauses (1) and (2) of copyrighted this Section 4.08(a) hereof, but only to the extent that such restrictions do not materially adversely affect the consolidated cash position of the Issuer and its Restricted Subsidiaries; and (13) any amendment, restatement, renewal, replacement or patented materials;refinancing of an agreement referred to above; provided such restrictions are not materially more restrictive, taken as a whole, than those under the agreement being amended, restated, renewed, refinanced or replaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other of its Restricted Subsidiary Subsidiaries, or pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph The provisions of paragraph (a) above will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (1) 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 agreements or instruments as in effect on the Issue Date; (2) the Indenture, the Notes and the Subsidiary Guarantees; (3) applicable law, rule, regulation regulation, order, approval, permit or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)similar restriction; (24) this Indentureany instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), the Securities which encumbrance or restriction is not applicable to any Person, or the Note Guarantees; (3) the terms properties or assets of any Indebtedness Person, other than the Person, or other agreement existing on the Issue Date property or assets of the Person, so acquired and any extensionsamendments, restatements, modifications, renewals, replacementsextensions, amendments supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such extensionamendments, renewalrestatements, replacementmodifications, amendment renewals, extensions, supplements, increases, refundings, replacements or refinancing is notrefinancings 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, materially more restrictive with respect to such encumbrances or restrictions than those in existence effect on the Issue Datedate of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; (45) customary non-assignment provisions in contracts, agreementsleases and licenses (including, leaseswithout limitation, permits and licenseslicenses of intellectual property) entered into in the ordinary course of business; (56) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding any agreement which has been entered into for the sale or other disposition of the Equity Interests in, or all or substantially all of the Capital Stock properties or assets of such of, a Restricted Subsidiary; provided, that such restrictions apply solely to restricts distributions by the Capital Stock or assets of such applicable Restricted Subsidiary being soldpending the sale or other disposition; (67) 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 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 Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.06; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Credit Agreement as in effect on the Issue Date; (11) 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) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (13) Hedging Obligations permitted from time to time under the Indenture; (14) restrictions on cash or other deposits or net worth imposed on by customers 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 copyrighted the lease, the property leased thereunder or patented materialsthe other interests therein; (B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements 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; and (C) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the extent such encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any other of its Restricted Subsidiary Subsidiaries or pay any Indebtedness indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) transfer any of its property properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (a) above However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed Existing Indebtedness and (ii) pursuant to any fiduciary obligations imposed by law)the Credit Agreement; (2) this Indenture, the Securities or Notes and the Note Guarantees; (3) , if any, or by other Indebtedness of the terms Issuer or of any Indebtedness a Guarantor, if any, which is pari passu in right of payment with the Notes or other agreement existing on Note Guarantees, as applicable, incurred under an indenture pursuant to Section 4.10; provided that the Issue Date encumbrances and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is notrestrictions are no more restrictive, taken as a whole, materially more restrictive than those contained in this Indenture; (3) applicable law or regulation; (4) any agreements or instruments governing Indebtedness or Capital Stock of a Person 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 or issued, as the case may be, in connection with respect or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the prop- erty or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by Restricted Subsidiaries in compliance with Section 4.10; provided either (i) the provisions relating to such encumbrances encumbrance or restrictions restriction contained in such Indebtedness, taken as a whole, are not less favorable to the Issuer in any material respect as determined by the Board of Directors of the Issuer in its good faith judgment than those the provisions contained in existence the Credit Agreement and the indenture governing Nortek's existing 8 1/2% senior subordinated notes due 2014, in each case, as in effect on the Issue 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 Issuer in its good faith judgment, to make scheduled payments of cash interest on the Notes beginning on March 1, 2010; (46) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licensesother agreements entered into in the ordinary course of business; (57) purchase money obligations for property acquired in the ordinary course of business that impose restrictions with respect to a Restricted Subsidiary on the property so acquired of the Company imposed pursuant to a binding nature described in Section 4.15(a)(3); (8) an agreement which has been entered into for the sale or disposition of all or substantially all of the 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 Restricted Subsidiary; providedencumbrance or restriction, that by its terms, terminates on the earlier of the termination of such restrictions apply solely agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets of such Restricted Subsidiary being to be sold); (69) Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Permitted Liens securing Indebtedness of the Issuer or Liens securing Indebtedness of any Restricted 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 disposition 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, 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 Subsidiary permitted to be incurred under this Indenture; and (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements, contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer's Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than the dividend or other payment restrictions contained in 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 transfer Issue Date, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of copyrighted the Issuer's Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole, than such restrictions contained in such contracts, instruments or patented materials;obligations as in effect on the Issue Date.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, create or otherwise cause or permit 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 or in respect any Equity Interests of its Capital Stock to such Restricted Subsidiary owned by the Company or any other of its Restricted Subsidiary or Subsidiaries; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (23) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiary; or (34) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (aThe restrictions in Section 4.07(a) above hereof will not apply to encumbrances or restrictions: (1) in this Indenture, the Notes, the Note Guarantees, and any other agreement, including the 2026 Notes Indenture, the 2026 Notes, the 2026 Note Guarantee, the PropCo Credit Agreement and the indenture governing the PropCo 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 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: (1) of applicable law, rule, regulation or order (including, without limitation, (i) including requirements imposed by any national stock exchange on which Gaming Authority, Gaming Laws and any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indentureregulations, the Securities orders or the Note Guarantees; (3) the terms decrees of any Indebtedness Gaming Authority or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateapplicable Governmental Authority); (4) customary non-assignment provisions in contractson cash, agreementsCash Equivalents or other deposits or net worth imposed under contracts entered into the ordinary course of business, leasesincluding such restrictions imposed by customers or insurance, permits and licensessurety 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 Foreign Subsidiary in compliance with the terms of this Indenture; (6) contained in any license, permit or other accreditation with a regulatory authority entered into in 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 respect to any Person or the property or assets of any Person acquired by the Company or any of its Restricted Subsidiaries or that otherwise becomes a Restricted Subsidiary, or with respect to any Person or the property or assets of any Person 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 or the property or assets of the Person so acquired or designated; (9) in the case of clause (4) of Section 4.07(a): (A) that restrict in a customary manner the subletting, assignment, license or transfer of any 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 of its Restricted Subsidiaries not otherwise prohibited by this Indenture; (C) existing under or by reason of ground leases, Finance 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 in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries taken as a whole; (10) with respect to a Restricted Subsidiary of the Company and imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital 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); (11) contained in the terms of any Indebtedness permitted under Section 4.08 hereof or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction, taken as a whole, is no more onerous in any material respect than is customary in comparable financings (as determined in good faith by the Company), and (B) the encumbrances or restrictions do not impair the ability of the Issuers to satisfy their obligations to make payments on the Notes (as determined in good faith by the Company); (12) existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of sellers in connection with acquisitions not prohibited under this Indenture; (13) restrictions applicable to any Unrestricted Subsidiary or any Joint Venture (or the Equity Interests thereof) or which exist under or by reason of (a) customary provisions contained in Joint Venture agreements and (b) 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 by reason of the PropCo Loan Documents, the PropCo Notes, any Secured Hedge Agreement or any Secured Cash Management Agreement as in effect on the Issue Date or any Refinancing thereof; provided that with respect to any Refinancing, 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 in a customary manner the 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 Restricted SubsidiaryIndebtedness so long as such modification, replacement, renewal, extension or Refinancing does not (when taken as a whole) materially impair the ability of the Issuers to satisfy their obligations to make payments under the Notes (as determined in good faith by the Company); (18) any 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); (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); providedprovided that the encumbrances and restrictions in any such extensions, Refinancings, renewals or replacements, taken as a whole, do not materially impair the ability of the Issuers to satisfy their obligations to make payments under the Notes (as determined in good faith by the Company); (20) customary negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 4.08; (21) restrictions contained in any agreements related to a Project Financing or Qualified Non-Recourse Debt; (22) encumbrances or restrictions contained in the Master Leases; provided that such encumbrances or restrictions apply solely to the Property or Properties subject to the applicable Master Lease; (23) customary provisions in partnership agreements, limited liability company organizational governance documents, Joint Venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, Joint Venture or similar Person or provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; and (24) in connection with any rights of first refusal and rights of first offer relating to Properties. 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 property or assets of such the Company or its Restricted Subsidiary being sold; (6) customary restrictions imposed on Subsidiaries that secure Indebtedness of the transfer Company or any of copyrighted or patented materials;its Restricted Subsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: to (1i)(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any other of its Restricted Subsidiary; Subsidiaries, (2ii) make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries or (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3iii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. (b) Paragraph (a) above Subsidiaries. However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (1a) applicable lawExisting Indebtedness as in effect on the date of this Indenture, rule(b) agreements as in effect as of the date of this Indenture, regulation (c) Indebtedness or order any agreement pursuant to which such Indebtedness was issued, incurred in accordance with clause (includingg), without limitation(h), (i), (k) or (n) of the second paragraph of Section 4.09 hereof, provided that such (A) encumbrances or restrictions are customary with respect to such types of Indebtedness (as 59 59 determined in good faith by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed the Chief Financial Officer of the Company), (B) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement and (iiC) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to pay principal, premium, interest and Additional Amounts pursuant to any fiduciary obligations imposed by law); the terms of the Securities and this Indenture, (2d) this Indenture, the Securities and the Exchange Securities, (e) applicable law, (f) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock was issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Note Guarantees; (3) properties or assets of any Person, other than the Person or its Subsidiaries, or the property or assets of the Person or its Subsidiaries, so acquired, provided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (g) in the case of clause (iii) of the first paragraph of this Section 4.08, (A) existing by virtue of any Indebtedness transfer of, agreement to transfer, option or right to transfer with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (B) arising or agreed in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or Restricted Subsidiary to the Company or any Restricted Subsidiary, and that the Board of Directors determines will not materially affect the Company's ability to pay principal, premium, interest and Additional Amounts pursuant to the terms of the Securities and this Indenture, (h) customary non-assignment provisions entered into in the ordinary course of business in leases, licenses and other contracts to the extent the provisions restrict the transfer, sublicensing or any license or subletting of any lease or the assignment of rights under such contract, (i) 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, (j) any agreement for the sale or other agreement existing on disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (k) Permitted Refinancing Indebtedness, provided that the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that restrictions contained in the agreements governing such extension, renewal, replacement, amendment or refinancing is notPermitted Refinancing Indebtedness are no more restrictive, taken as a whole, materially than those contained in the agreements governing the Indebtedness being refinanced, (l) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (m) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business and (n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (o) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors are necessary or advisable to effect such Receivables Facility; provided, however, that such restrictions apply only to such Receivables Entity; or (p) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (o) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith 60 60 judgment of the Board of Directors, no more restrictive with respect to such encumbrances or dividend and other payment restrictions than those contained in existence on the Issue Date; (4) customary non-assignment provisions in contractsdividend or other payment restrictions prior to such amendments, agreementsmodifications, leasesrestatement, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale renewal, increase, supplement, refunding, replacement or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to create or otherwise cause or permit 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 or in respect any Equity Interests of its Capital Stock to such Restricted Subsidiary owned by the Company or any other of its Restricted Subsidiary or Subsidiaries; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (23) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiary; or (34) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (aThe restrictions in Section 4.08(a) above 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: (1) of applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or Notes and the Note Guarantees; (34) the terms of any Indebtedness on cash, cash equivalents, Temporary Cash Investments or other agreement existing on deposits or net worth imposed under contracts entered into the Issue Date and any extensionsordinary course of business, renewalsincluding such restrictions imposed by customers or insurance, replacements, amendments surety or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licensesbonding companies; (5) with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness of a Foreign Subsidiary that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture; (6) contained in any license, permit or other accreditation with a regulatory authority entered into 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 respect to any Person or the property or assets of any Person acquired by the Company or any of its Restricted Subsidiaries, existing at the time of such acquisition and not incurred 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 or the property or assets of the Person so acquired; (9) in the case of clause (4) of Section 4.08(a): (A) that restrict in a customary manner the subletting, assignment or transfer of any 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 in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries taken as a whole; (10) with respect to a Restricted Subsidiary of the Company and imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of of, such Restricted SubsidiarySubsidiary (including a restriction on distributions by that Restricted Subsidiary pending its sale or other disposition); (11) 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 Holders than is customary in comparable financings (as determined by the Company, and (B) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes; (12) existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) 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 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, provided that such restrictions apply solely 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 Capital Stock 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 property or assets of such the Company or its Restricted Subsidiary being sold; (6) customary restrictions imposed on Subsidiaries that secure Indebtedness of the transfer Company or any of copyrighted or patented materials;its Restricted Subsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1A) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Equity Interests; (B) make loans or any other Restricted Subsidiary advances or pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary; (2) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3C) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary.; except for: (b1) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) of applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)order; (2) encumbrances or restrictions existing under this Indenture, the Securities or Notes and the Note Guarantees; (3) the terms non-assignment or subletting provisions of any Indebtedness contract or other agreement any lease entered into in the ordinary course of business; (4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Facilities) as in effect on that date; (5) restrictions relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (6) restrictions imposed under any agreement to sell assets (including capital stock) permitted under this Indenture to any Person pending the closing of such sale; (7) restrictions imposed under any instrument governing Acquired Indebtedness or Equity Interests of Restricted Subsidiary as in effect at the time of its acquisition by the Issuer or other Restricted Subsidiary so long as such Equity Interest was not issued or incurred in contemplation of or in connection with such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (8) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and any extensions, renewals, replacements, amendments or refinancings thereof; provided, restrictions that such extension, renewal, replacement, amendment or refinancing is are not, taken as a wholein the good faith judgment of the Issuer’s Board of Directors, materially more restrictive with respect to such encumbrances or restrictions any Restricted Subsidiary than those in existence effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (49) customary non-assignment provisions in contracts, partnership agreements, leasesshareholder agreements, permits limited liability company organizational governance documents, joint venture agreements and licensesother 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; (510) Purchase Money Indebtedness incurred in compliance with Section 3.2 that impose restrictions of the nature described in clause (C) above on the assets acquired; (11) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (12) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under this Indenture; provided that any such encumbrances or restrictions are ordinary and customary with respect to a Restricted Subsidiary the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition Board of all or substantially all Directors of the Capital Stock Issuer, materially impair the Issuer’s ability to make payment on the Notes when due; and (13) any encumbrances or assets restrictions imposed by any amendments, restatements, renewals, replacements, refundings or refinancings of such Restricted Subsidiarythe contracts, instruments or obligations referred to in clauses (1) through (12) above or any amendments, restatements, renewals, replacements, refundings or refinancings thereof; provided, provided that such amendments, restatements, renewals, replacements, refundings or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions apply solely than those prior to the Capital Stock such amendment, restatement, renewal, replacement, refunding or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to Subsidiary that is not a Guarantor to, directly or indirectly, create or otherwise cause or permit 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 Issuer or any Restricted Subsidiary that is a Guarantor (1) on or in respect of its Capital Stock Stock; or (2) with respect to the Company or any other Restricted Subsidiary interest or pay any Indebtedness owed to the Company participation in, or any other Restricted Subsidiarymeasured by, its profits; (2b) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Company that is a Guarantor and a direct or any indirect parent of such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiary; or (3c) sell or transfer any of its property properties or assets to the Company Issuer or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to a Guarantor; except in each case for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange contractual encumbrances or restrictions in effect on which any Restricted Subsidiary has its Capital Stock listed the Issue Date and (ii) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents and, in each case, any fiduciary obligations imposed similar contractual encumbrances effected by lawany amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments (including under any Refinancing Indebtedness in respect thereof); (2) this Indenture, the Securities Notes or the Note Guarantees; (3) the terms of applicable law or any Indebtedness applicable rule, regulation or order (or other agreement existing on the Issue Date and any extensionsgovernmental approval, renewals, replacements, amendments license or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Datepermit); (4) customary non-assignment provisions any agreement or other instrument of a Person (i) acquired by the Issuer or any Restricted Subsidiary or (ii) that becomes a Restricted Subsidiary, in contractseach case, agreementswhich was in existence at the time of such acquisition or such Person becoming a Restricted Subsidiary (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), leaseswhich encumbrance or restriction is not applicable to any Person, permits or the properties or assets of any Person, other than the Person and licensesits Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) restrictions contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary restrictions imposed provisions in joint venture agreements, partnership agreements, limited liability company agreements and similar agreements required in connection with the entering into of such transaction; (9) purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations otherwise not prohibited under this Indenture; (10) customary provisions contained in leases, licenses (including with respect to intellectual property) and other similar agreements entered into in the ordinary course of business; (11) any Permitted Receivables Document, which encumbrance or restriction is, in the good faith judgment of the Issuer, customary for the market in which such Indebtedness is issued; (12) any instrument governing any Indebtedness or Capital Stock of any Unrestricted Subsidiary as in effect on the date, if any, that such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than such redesignated Restricted Subsidiary and its Subsidiaries and the respective properties and assets of such redesignated Restricted Subsidiary and its Subsidiaries; (13) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of copyrighted any property or patented materialsasset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other contracts; (14) other Indebtedness (including Refinancing Indebtedness), Disqualified Stock or Preferred Stock so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer); provided that, such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date by Section 4.03; (15) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; (16) provisions contained in sales agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Issuer or any Restricted Subsidiary in respect of a transaction permitted by this Indenture and solely to the extent in effect pending the closing of such transaction and relating solely to the assets covered or contemplated thereby; (17) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; or (18) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the 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 Section 4.05, (i) 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 (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any other of its Restricted Subsidiary Subsidiaries or pay any Indebtedness indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) transfer any of its property properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (aHowever, the restrictions under Section 4.15(a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawExisting Indebtedness, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed the Credit Agreement and (ii) pursuant to any fiduciary obligations imposed by law)the Existing Secured Notes Indenture; (2) this Indenture, the Securities or Notes and the Note Guarantees or by other Indebtedness of the Issuer or of a Guarantor which is pari passu in right of payment with the Notes or Note Guarantees; (3) , as applicable, incurred under an indenture pursuant to Section 4.10; provided that the terms of any Indebtedness or other agreement existing on the Issue Date encumbrances and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is notrestrictions are no more restrictive, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those contained in existence on the Issue Datethis Indenture; (3) applicable law or regulation; (4) any agreements or instruments governing Indebtedness or Capital Stock of a Person 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 or issued, as the case may be, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licensesother agreements entered into in the ordinary course of business; (56) purchase money obligations for property acquired in the ordinary course of business that impose restrictions with respect to a Restricted Subsidiary on the property so acquired of the Company imposed pursuant to a binding nature described in Section 4.15(a)(3); (7) an agreement which has been entered into for the sale or disposition of all or substantially all of the 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 Restricted Subsidiary; providedencumbrance or restriction, that by its terms, terminates on the earlier of the termination of such restrictions apply solely agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets of such Restricted Subsidiary being to be sold); (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (aSection 4.08(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawagreements governing Existing Indebtedness, rule, regulation or order (including, without limitation, (i) by any national stock exchange the Credit Agreement and agreements governing the PIK Exchangeable Notes and the Guarantors thereof as in effect on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)the Issue Date; (2) this Indenture, the Securities or Notes, the Note Subsidiary Guarantees, the Security Documents and the Intercreditor Agreement; (3) the terms applicable law, rule, regulation or order, including any requirement of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dategovernmental healthcare programs; (4) any instrument or agreement governing 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 or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or any of its Subsidiaries, or the property or assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts, agreements, leases, permits subleases, licenses and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been sublicenses entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldbusiness; (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 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; (8) any instrument or agreement governing Permitted Refinancing Indebtedness; provided that the restrictions contained therein are not materially more restrictive (as determined in good faith by the Issuer), 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 the ordinary course of business; (12) 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) customary provisions in connection with a Qualified Receivables Transaction; (15) 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 Restricted Subsidiary of the Issuer; (16) 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; (17) any instrument or agreement governing Indebtedness or preferred stock of any Restricted Subsidiary that is incurred or issued subsequent to the Issue Date and not in violation of Section 4.09; provided that the Issuer’s Board of Directors determines in good faith that restrictions are not reasonably likely to have a materially adverse effect on the Issuer’s and/or Guarantors’ ability to make principal and interest payments on the Notes; (18) restrictions in Management Agreements that require the payment of management fees to the Issuer or one of its Restricted Subsidiaries prior to payment of dividends or distributions; (19) customary provisions in joint venture and other similar agreements, including agreements related to the ownership and operation of surgical facilities, relating solely to such joint venture or facilities or the Persons who own Equity Interests therein; and (20) 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) and (17) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, (as determined by the Issuer in good faith) than those restrictions contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (1), (2), (4) through (15) and (17) above, as applicable prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this covenant, (i) 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 (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to that are not Guarantors to, directly or indirectly, create or otherwise cause or permit 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 on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary Guarantor on its Capital Stock, or (B) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary Guarantor; (2) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Guarantor; or (3) sell, lease or transfer any of its property properties or assets to the Company or any other Restricted SubsidiarySubsidiary Guarantor. (b) Paragraph (aThe restrictions in Section 4.08(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to the Senior Secured Credit Facilities and the related documentation and Swap Contracts in effect on the Issue Date and any fiduciary obligations imposed by law)related documentation; (2) this Indenture, the Securities or Notes and the Note GuaranteesGuarantees thereof; (3) purchase money obligations for property acquired in the terms ordinary course of any Indebtedness or other agreement existing business that impose restrictions of the nature discussed in Section 4.08(a)(3) above on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions applicable law or any applicable rule, regulation, order, approval, license, permit or other similar restriction, including under contracts with domestic or foreign governments or agencies thereof entered into in contracts, agreements, leases, permits and licensesthe ordinary course of business; (5) any agreement or other instrument (including an instrument governing Capital Stock or Indebtedness) of a Person acquired by the Company or any Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in anticipation or contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed; (6) contracts for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the any Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 to the extent limiting the right of the Company or any of its Restricted Subsidiaries to dispose of assets subject to such Lien; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) contractual encumbrances or restrictions existing under an agreement evidencing Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Company permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09; provided that (A) in the good faith judgment of the Company, such incurrence will not materially impair the Company’s ability to make payments under the Notes when due or (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; (10) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (11) customary provisions contained in leases, licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; (12) non-assignment provisions of any contract or any lease of any Restricted Subsidiary entered into in the ordinary course of business; (13) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (14) any agreement or instrument governing Capital Stock of any Person that is acquired; (15) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance solely of the property or assets of the Company or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (16) restrictions (contractual or otherwise) applicable to a Securitization Special Purpose Entity in connection with a Qualified Securitization Transaction; provided, provided that such restrictions apply solely only to such Securitization Special Purpose Entity; (17) Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to Section 4.09(b)(27); or (18) any encumbrances or restrictions of the type referred to in Sections 4.08(a)(1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (17) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, either (i) not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, (ii) ordinary and customary with respect to such instruments and obligations at the time of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, or (iii) for purposes of determining compliance with this Section 4.08, (x) 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 (y) the subordination of loans or advances made to the Capital Stock Company or assets of a Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary being sold; (6) customary restrictions imposed shall not be deemed a restriction on the transfer of copyrighted ability to make loans or patented materials;advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any other of its Restricted Subsidiary;Subsidiaries; or (2) make loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiaries. (b) Paragraph (aThe restrictions in Section 4.08(a) above hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation regulation, order, approval, license, permit or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)similar restriction; (2) this Indenturerestrictions contained in any documents or agreements evidencing, the Securities relating to or the Note Guaranteesotherwise governing a Receivables Financing with respect to any Receivables Subsidiary; (3) the terms of contractual encumbrances or restrictions in effect under (a) any Indebtedness or other agreement existing represented by the Initial Notes, (b) any Indebtedness outstanding on the First-Lien Notes Initial Issue Date and (c) under any extensions, renewals, replacements, amendments or refinancings thereofIndebtedness otherwise permitted pursuant to this Indenture; provided, provided that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to clause (c) the restrictions contained in the agreements or instruments governing such encumbrances or restrictions Indebtedness are not materially less favorable to Holders of the Notes than those is customary for comparable financings (as determined in existence on good faith by the Issue DateIssuer); (4) customary non-assignment provisions in contracts, agreements, leases, permits and licensesany 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) restrictions with respect to a Restricted Subsidiary of any agreement in effect at the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of time such Restricted Subsidiary being soldbecomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of or in connection with such person becoming a Restricted Subsidiary; (6) customary restrictions imposed contained in any agreement relating to the sale of any asset permitted under Section 4.10 hereof pending the consummation of such sale; (7) customary provisions in joint venture agreements, partnership agreements, limited liability company documents and other similar agreements, in each case, applicable to joint ventures entered into in the ordinary course of business; (8) customary provisions contained in leases or licenses and other similar agreements entered into in the ordinary course of business; (9) customary restrictions in connection with 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 transfer time the property was acquired by the Issuer or a Restricted Subsidiary; (12) restrictions described in clauses (1) and (2) of copyrighted Section 4.08(a) hereof, but only to the extent that such restrictions do not materially adversely affect the consolidated cash position of the Issuer and its Restricted Subsidiaries; and (13) any amendment, restatement, renewal, replacement or patented materials;refinancing of an agreement referred to above; provided such restrictions are not materially more restrictive, taken as a whole, than those under the agreement being amended, restated, renewed, refinanced or replaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to that are not Guarantors to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (aThe restrictions in Section 4.08(a) above hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation contractual encumbrances or order (including, without limitation, restrictions of the Issuer or any of its Restricted Subsidiaries (i) by in effect on the Issue Date (including any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and Floorplan Indebtedness) or (ii) pursuant to any fiduciary obligations imposed by lawthe ABL Credit Agreement and other documents relating to the ABL Credit Agreement, related swap contracts and Indebtedness permitted pursuant to Section 4.09(b)(2); (2) this Indenture, the Securities or Notes and the Note GuaranteesGuarantees (and any Additional Notes and related guarantees), and the Security Documents and Intercreditor Agreements; (3) agreements governing other Indebtedness, Disqualified Stock or preferred stock permitted to be incurred under the terms provisions of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained in agreements governing Indebtedness or other agreement existing in effect on the Issue Date Date, or (ii) are not materially more disadvantageous to Holders of the Notes than is customary in comparable financings (as determined by the Issuer in good faith, which determination shall be conclusive) and any extensions, renewals, replacements, amendments or refinancings thereof; provided, in the case of subclause (ii) either (x) the Issuer determines (in good faith) that such extension, renewal, replacement, amendment encumbrance or refinancing is not, taken as a whole, materially more restrictive with respect restriction will not affect the Issuer’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions than those apply only during the continuance of a default in existence on the Issue Daterespect of payment or a financial maintenance covenant relating to such Indebtedness; (4) customary non-assignment provisions in contractsapplicable law, agreementsrule, leasesregulation, permits and licensesorder, approval, license, permit or similar restriction; (5) restrictions any instrument of a Person acquired by, or merged, amalgamated or consolidated with respect to a or into, the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition or at the time it merges with or into the Issuer or any Restricted Subsidiary (except to the extent such instrument was entered into in connection with or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Company imposed pursuant Person, so acquired or designated; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to a binding agreement which has been be incurred; (6) customary non-assignment or sub-letting provisions in contracts, leases, sub-leases 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 Capital Stock or assets, including any agreement for the sale or other disposition of a Restricted Subsidiary of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary 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 are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (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; (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 Permitted Investment or pursuant to Section 4.07 hereof), 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) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (14) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment; (15) any encumbrance or restriction of a Securitization Entity effected in connection with a Qualified Securitization Transaction; provided, however, that such restrictions apply solely only to such Securitization Entity; (16) other Indebtedness, Disqualified Stock or preferred stock of Non-Guarantor Subsidiaries that is incurred or issued subsequent to the Capital Stock Issue Date pursuant to Section 4.09 hereof; (17) 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 Issuer; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary of the Issuer and any such encumbrance or restriction does not extend to any assets or property of the Issuer of any Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (18) provisions with respect to the receipt of a rebate on an operating lease until all obligations due to a lessor on other operating leases are satisfied or other customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary of the Issuer in connection with a Sale/Leaseback Transaction; (19) 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 Issuer or any Restricted Subsidiary of the Issuer or the ability of the Issuer or such Restricted Subsidiary being sold;to realize such value, or to make any distributions relating to such property or assets in each case in any material respect; and (620) customary any encumbrances or restrictions of the type 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 the contracts, instruments or obligations referred to in clauses (1) through (19) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the 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 covenant, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common shares shall not be deemed a restriction on the transfer ability to make distributions on Capital Stock and (ii) the subordination of copyrighted loans or patented materials;advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its the Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any other Restricted Subsidiary Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Issuer or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on 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 SubsidiarySubsidiaries 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 Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company Issuer or any of the Restricted Subsidiary Subsidiaries to other Indebtedness Incurred incurred by the Company Issuer or any of the Restricted Subsidiary 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 any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) of this Section 4.09(a)). (b) Paragraph (aNotwithstanding the foregoing, Section 4.09(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, in each case, as in effect on the Issue Date and any other agreements in effect on the Issue Date; (2) this Indenture and the Notes (and any Note Guarantee); (3) any applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateorder; (4) customary non-assignment provisions 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 Issuer or any Restricted Subsidiary (including as a result of a Person becoming a Restricted Subsidiary as a result of such acquisition or any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary) as in contractseffect at the time of such acquisition or redesignation (except to the extent such Indebtedness, agreementspreferred stock or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition or redesignation), leaseswhich encumbrance or restriction is not applicable to any Person, permits and licensesor the properties or assets of any Person, other than (x) the Person or any of its Subsidiaries or (y) the property or assets of the Person or any of its Subsidiaries so acquired; provided that, in the case of Indebtedness or preferred stock, such Indebtedness or preferred stock was permitted to be incurred or issued by the terms of this Indenture; (5) restrictions with respect to a Restricted Subsidiary customary provisions restricting the subletting, assignment or transfer of the Company imposed pursuant to a binding agreement which has been any property or assets in leases, conveyances, contracts and licenses entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldbusiness; (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) of Section 4.09(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (18) or clause (20) of this Section 4.09(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Issuer, are not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those 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 accordance with the covenant described in Section 4.10 after the Issue Date that (a) in the good faith judgment of the Issuer, (x) are not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than the more restrictive of those applicable to the Issuers in this Indenture or the Credit Agreement on the Issue Date or (y) will not materially adversely affect the Issuers’ ability to make anticipated principal and interest payments on the Notes, or (b) apply only during the continuance of a default under such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will Holdings shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit 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: (1i) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to Holdings or, in the Company case of a Restricted Subsidiary that is not the Borrower or a Subsidiary Loan Party, to any other Restricted SubsidiarySubsidiary that is the Borrower or a Subsidiary Loan Party; (2ii) make loans or advances to Holdings or, in the Company or any other case of a Restricted Subsidiary (it being understood that is not the subordination of loans Borrower or advances made a Subsidiary Loan Party, to the Company or any Restricted Subsidiary to other Indebtedness Incurred by that is the Company Borrower or any Restricted a Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Loan Party; or (3iii) 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 Borrower or a Subsidiary Loan Party, to any other Restricted SubsidiarySubsidiary that is the Borrower or a Subsidiary Loan Party. (b) Paragraph (aSection 5.11(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Effective Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to the Revolving Credit Facilities, this Agreement, and the related documentation and Hedging Obligations and the related documentation and similar restrictions contained in any fiduciary obligations imposed future credit facility or Hedging Obligations of or guaranteed by law)Holdings; (2) this (i) the New 4.625% Notes, the New 4.625% Indenture, the Securities or New 9.875% Notes, the New 9.875% Indenture, and the “Note Guarantees” under and as defined in the New 9.875% Indenture and New 4.625% Indenture, and similar restrictions contained in the documentation entered into in connection with any future debt securities issued or guaranteed by Holdings and (ii) the Existing Indentures, the Existing Notes and the guarantees thereof; (3) purchase money obligations for property acquired in the terms ordinary course of any Indebtedness or other agreement existing business and capital lease obligations that impose restrictions of the nature discussed in Section 5.11(a)(3) on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5) any agreement or other instrument 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 the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (6) contracts or agreements for the sale of assets, including any restrictions with respect to a Restricted Subsidiary of the Company imposed Holdings pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.06 and Section 5.10 that limits the right of the 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 the ordinary course of business or arising in connection with any Permitted Liens; (9) 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 ordinary course of business; (11) restrictions created in connection with any Qualified Securitization Facility permitted under Section 5.06(b)(12)(ii)(A)(y) that, in the good faith judgment of the 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 SubsidiarySubsidiaries is a party entered into in the ordinary course of business; provided, that such restrictions apply agreement prohibits the encumbrance of solely to the Capital Stock property or assets of Holdings or such Restricted Subsidiary being soldthat are the subject to such agreement, the payment rights arising thereunder or 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; (613) 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 5.10. (16) customary restrictions and conditions contained in the document 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; (17) any agreement or instrument governing any Indebtedness, Disqualified Stock, or Preferred Stock permitted to be incurred or issued pursuant to Section 5.06 entered into after the Effective 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 Agreement, the New 9.875% Indenture, the New 4.625% Indenture, or the Revolving Credit Facilities as of the Effective Date or (B) encumbrances or restrictions that were in effect on the transfer Effective Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Effective Date; or (ii) will not materially impair the Borrower’s ability to make payments on the Loans when due or apply only during the continuance of copyrighted a default under such agreement or patented materials;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 5.11(a)(1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b)(1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Parent Guarantor shall not, and will shall not cause or permit any of its Restricted Subsidiaries to that is not the Issuer or a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor to: (1i) (A) pay dividends or make any other distributions to the Issuer or any Guarantor on or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits or (B) pay any Indebtedness owed to the Company Issuer or any other Restricted SubsidiaryGuarantor; (2ii) make loans or advances to the Company Issuer or any other Guarantor; or (iii) sell, lease or transfer any of its properties or assets to the Issuer or any Guarantor. (b) The restrictions in ‎Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (i) encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Credit Facilities and the related documentation and Hedging Obligations; (ii) this Indenture, the Notes and the Guarantees; (iii) Purchase Money Obligations and Financing Lease Obligations that impose restrictions of the nature discussed in clause ‎(iii) of ‎Section 4.08(a) hereof on the property so purchased, leased, expanded, constructed, developed, installed, replaced, relocated, renewed, maintained, upgraded, repaired or improved; (iv) applicable law or any applicable rule, regulation or order; (v) (A) 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 Parent Guarantor or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent Guarantor or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary (but, in any such case, not created in contemplation thereof) and (B) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Parent Guarantor or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into the Parent Guarantor or any of its Restricted Subsidiaries 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 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 so acquired; (vi) contracts for the sale or disposition of assets, including sale-leaseback agreements, including customary restrictions with respect to a Subsidiary of the Parent Guarantor pursuant to an agreement that has been entered into for the sale or disposition of any 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 hereof that limit the right of the debtor to dispose of or incur Liens on the assets securing such Indebtedness; (viii) restrictions on Cash Equivalents or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or consistent with past practice or arising in connection with any Permitted Liens; (ix) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not the Issuer or a Subsidiary Guarantor permitted to be incurred subsequent to the Issue Date pursuant to the provisions of ‎Section 4.09 hereof; (x) customary provisions in joint venture agreements and other similar agreements or arrangements relating to such joint venture; (xi) provisions contained in leases, subleases, 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 or consistent with industry practices or that in the judgment of the Issuer would not materially impair the Issuer’s ability to make payments under the Notes when due; (xii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Parent Guarantor or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Parent Guarantor or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Parent Guarantor or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (xiii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary or the assignment of any license or sub-license agreement; (xiv) provisions restricting assignment of any agreement entered into in the ordinary course of business or consistent with past practice; (xv) restrictions arising in connection with cash or other deposits permitted under ‎Section 4.12 hereof; (xvi) any agreement or instrument relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred, assumed or issued subsequent to the Issue Date pursuant to, or that is not prohibited by, ‎Section 4.09 hereof if either (A) the encumbrances and restrictions are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers (as determined in good faith by the Issuer), (B) the encumbrances and restrictions are not materially more restrictive, taken as whole, with respect to such Restricted Subsidiaries, than the restrictions or encumbrances (x) contained in this Indenture, the Senior Secured Credit Facilities or related security documents as of the Issue Date or (y) otherwise in effect on the Issue Date or (C) either (x) the Issuer determines that such encumbrance or restriction will not materially adversely impair the Issuer’s ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; (xvii) restrictions created in connection with any Qualified Securitization Facility; (xviii) contractual encumbrances or restrictions under the COLI Loans; and (xix) any encumbrances or restrictions of the type referred to in clauses ‎(i), ‎(ii) and ‎(iii) of ‎Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses ‎(i) through ‎(xviii) of this ‎Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this ‎Section 4.08, (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being understood that paid on common equity shall not be deemed a restriction on the ability to make distributions on Capital Stock and (y) the subordination of (including the application of any standstill requirements to) loans or and advances made to the Company Parent Guarantor or any a Restricted Subsidiary to other Indebtedness Incurred incurred by the Company Parent Guarantor or any such Restricted Subsidiary 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 any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Borrower its Restricted Subsidiary or pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Borrower or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) transfer any of its property properties or assets to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries. (b) Paragraph (aHowever, the restrictions under Section 7.09(a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness or any other agreements in effect on the Closing Date; (2) this Agreement or by other Indebtedness of the Borrower or of a Guarantor which is equal in right of payment to the Obligations, incurred under an agreement pursuant to Section 7.03; provided that the encumbrances and restrictions are not materially more restrictive, taken as a whole, than those contained in this Agreement; (3) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities administrative or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Datecourt order; (4) any agreements or instruments governing Indebtedness or Capital Stock of a Person acquired by the Borrower 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 or issued, as the case may be, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (5) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licensesother agreements entered into in the ordinary course of business; (56) purchase money obligations for property acquired in the ordinary course of business that impose restrictions with respect to a Restricted Subsidiary on the property so acquired of the Company imposed pursuant to a binding nature described in Section 7.09(a)(3); (7) an agreement which has been entered into for the sale or disposition of all or substantially all of the 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 that impose restrictions on the assets to be sold (in either case, so long as such Restricted Subsidiary; providedencumbrance or restriction, that by its terms, terminates on the earlier of the termination of such restrictions apply solely agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets of such Restricted Subsidiary being to be sold); (68) Indebtedness otherwise permitted to be incurred under this Agreement; provided that the encumbrances and restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on the Closing Date; (9) Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien; (10) customary restrictions imposed limitations on the transfer disposition or distribution of copyrighted assets or patented materialsproperty in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) any Purchase Money Note that imposes restrictions on disposition of the assets purchased with such Purchase Money Note, or other Indebtedness or contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions only apply to such Receivables Subsidiary; (12) cash or other deposits or net worth imposed by customers or agreements entered into in the ordinary course of business; (13) customary provisions in joint venture agreements relating solely to such joint venture;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company Holdings will not, and will not cause or permit any of its Restricted Subsidiaries to create that are not Guarantors to, directly or otherwise cause indirectly, incur or permit to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any encumbrance condition upon: (1) the ability of Holdings, or restriction on any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets; or (2) the ability of any Restricted Subsidiary to: (1) to pay dividends or make any other distributions on or in with respect to any of its Capital Stock Equity Interests or to the Company make or any other Restricted Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (2) make repay loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company Holdings or any Restricted Subsidiary or to other Guarantee Indebtedness Incurred by the Company of Holdings or any Restricted Subsidiary 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 any other Restricted Subsidiary. (b) Paragraph (aThe restrictions in Section 4.08(a) above will hereof shall not apply to encumbrances or restrictions existing under or by reason ofto: (1) applicable law, rule, regulation contractual encumbrances or order (including, without limitation, (i) by any national stock exchange restrictions in effect on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)the Issue Date; (2) (x) the New Senior Credit Facilities, the ABL Facility and the related documentation and (y) this Indenture, the Securities or Notes, the Note GuaranteesGuarantees and the Security Documents; (3) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations if such restrictions or conditions apply only to the property or assets subject to such Liens; (4) applicable law or any applicable rule, regulation or order; (5) customary restrictions and conditions contained in agreements relating to the sale of, or sale of the assets of a Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary that is, or such assets that are, to be sold and such sale is permitted hereunder; (6) restrictions or conditions imposed by any agreement relating to other Indebtedness secured by Liens permitted by Section 4.18 if such restrictions or conditions apply only to the property or assets subject to such Liens; (7) clause (1) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (8) any Not for Profit Subsidiary; (9) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business; (10) any agreement or other instrument of a Person acquired by or merged, consolidated or amalgamated with or into any Issuer or any Restricted Subsidiary thereof in existence at the time of such acquisition, merger, consolidation or amalgamation (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so assumed; (11) 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 Indebtedness such encumbrance or other agreement existing on restriction) that any such encumbrance or restriction will not materially adversely affect any Issuer’s or any Guarantor’s ability to make any payments, when due, with respect to the Issue Date Notes or its Guarantee thereof and any extensionsother Indebtedness that is an obligation of such Issuer or such Guarantor and such determination is set forth in an Officer’s Certificate delivered to the Trustee; and (12) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, replacementsincreases, amendments supplements, refundings, replacements or refinancings thereofof the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided, provided that such extensionamendments, renewalmodifications, replacementrestatements, amendment renewals, increases, supplements, refundings, replacements or refinancing is notrefinancings are, taken as a wholein the good faith judgment of Holdings, not materially more restrictive with respect to such encumbrances or encumbrance and other restrictions taken as a whole than those in existence on the Issue Date; (4) customary non-assignment provisions in contractsprior to such amendment, agreementsmodification, leasesrestatement, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale renewal, increase, supplement, refunding, replacement or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions distribution on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary or Stock, (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary;, (23) make any loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); Subsidiary, or (34) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. (b) Paragraph However, paragraph (a) above will shall not apply to encumbrances or restrictions existing under or by reason ofprohibit any: (1) applicable law, rule, regulation encumbrance or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) restriction pursuant to any fiduciary obligations imposed by law); (2x) an agreement (including the Revolving Credit Agreement, this Indenture, Indenture and the Securities indenture governing the Existing Notes) in effect or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing entered into on the Issue Date Date, (y) any agreement governing Indebtedness permitted to be incurred by clause (b)(1) of Section 4.07 hereof, and (z) any extensionsamendments, modifications, restatements, renewals, replacementssupplements, amendments refundings, replacements or refinancings thereofof the foregoing agreements pursuant to clause (x) or (y); provided, provided that such extensionagreements (pursuant to clause (y) above) and such amendments, renewalmodifications, replacementrestatements, amendment renewals, supplements, refundings, replacements or refinancing is notrefinancings (pursuant to clause (z) above) are not materially more restrictive, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions provisions than those contained in existence 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 other than such Subsidiary which is becoming a Restricted Subsidiary; (3) encumbrance or restriction pursuant to any 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 Indebtedness, Capital Stock or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture; (5) 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 contracts, agreements, leases, permits and licenseslicenses or contracts; (58) customary restrictions contained in (A) restrictions with respect asset sale agreements permitted to a Restricted Subsidiary be incurred under Section 4.11 hereof that limit the transfer of such assets or otherwise impose limitations pending the Company imposed pursuant to a binding closing of such sale and (B) any other agreement which has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such a Restricted Subsidiary being soldthat restricts that Restricted Subsidiary pending its sale or other disposition; (69) [Intentionally omitted]; (10) 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 pursuant to customary restrictions imposed on provisions in partnership agreements, limited liability company organizational governance documents, joint venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of copyrighted ownership interests in such partnership, limited liability company, joint venture or patented materialssimilar Person; (12) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (13) encumbrances or restrictions 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 the foregoing clauses (1) through (12), or in this clause (13), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any Restricted Subsidiary, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any other Restricted Subsidiary; (2ii) make loans or advances to the Company Issuer or any other Restricted Subsidiary Subsidiary; or (it iii) sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being understood that paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Company Issuer or any Restricted Subsidiary to other Indebtedness Incurred incurred by the Company Issuer or any Restricted Subsidiary Subsidiary, in each case, shall not be deemed a restriction on the ability to make loans constitute such an encumbrance or advances); or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiaryrestriction. (b) Paragraph (aHowever, Section 4.08(a) above hereof will not apply to encumbrances or restrictions existing under or by reason of: (1i) any encumbrance or restriction pursuant to (A) any Credit Facility (including the Parent Revolving Credit Facility and the Senior Credit Facilities), (B) the Indenture, the Senior Notes, the Note Guarantees, the Subordination Deed or (C) any other agreement or instrument, in each case in effect at or entered into on or as of the Issue Date; (ii) 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 those agreements; provided that the restrictions therein (A) are not materially less favorable to the holders of the Senior Notes than is customary in comparable financings (as determined in good faith by the Issuer); (B) are customary in comparable financings; or (C) would not, in the good faith determination of the Issuer, materially impair the ability of the Issuer to make payments on the Senior Notes; (iii) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any license, authorization, concession or permit; (iv) any instrument governing Indebtedness or Capital Stock of a Person 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 or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other agreement existing than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Senior Notes Indenture to be incurred; (v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the Issue Date property purchased or leased of the nature described in Section 4.08(a)(iii) hereof; (vi) any encumbrance or restriction: (A) entered into in the ordinary course of business that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Senior Notes Indenture or securing Indebtedness of the Issuer or a Restricted Subsidiary permitted under this Senior Notes Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; (vii) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and any extensions, renewals, replacements, amendments assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or refinancings thereofother disposition; (viii) Permitted Refinancing Indebtedness; provided, provided that the restrictions contained in the agreements governing such extension, renewal, replacement, amendment or refinancing is notPermitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Issuer or would not in the good faith determination of the Issuer, materially more restrictive impair the ability of the Issuer to make payments on the Senior Notes or comply with respect its obligations under the Subordination Deed; (ix) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (x) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with an Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xi) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (xii) restrictions effected in connection with a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; (xiii) any encumbrance or restriction pursuant to or ancillary to Hedging Obligations; or (xiv) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing Sections 4.08(b)(i) through 4.08(b)(xiii), or in this Section 4.08(b)(xiv); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement so extended, renewed, refinanced or replaced or would not in existence the good faith determination of the Issuer, materially impair the ability of the Issuer to make payments on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;Senior Notes.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will shall not, and will shall not cause or permit any of its the Restricted Subsidiaries to that are not Guarantors to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) (A) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of the Restricted Subsidiaries that is a Guarantor on its Capital Stock or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any other of the Restricted SubsidiarySubsidiaries that is a Guarantor; (2) make loans or advances to the Company or any other of the Restricted Subsidiary (it being understood Subsidiaries 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 is a restriction on the ability to make loans or advances)Guarantor; or (3) sell, lease or transfer any of its property properties or assets to the Company or any other of the Restricted SubsidiarySubsidiaries that is a Guarantor. (b) Paragraph (aThe restrictions in Section 4.08(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to the indenture governing the MultiPlan Notes, the Senior Credit Agreement and any fiduciary obligations imposed by law)related documentation and related Hedging Obligations; (2) this Indenture, the Securities or Notes and the Note Guarantees; (3) purchase money obligations for property acquired in the terms ordinary course of any Indebtedness business or other agreement existing consistent with past practice and Financing Lease Obligations that impose restrictions of the nature discussed in Section 4.08(a)(3) on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Company or any Restricted Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Company 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), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or redesignated; (6) contracts for the sale or disposition of assets, including customary restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 and Section 4.12 that limit the right of the 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 the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 4.12 or arising in connection with any Permitted Lien; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Subsidiaries that are not Guarantors that is permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) 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 or consistent with past practice or that in the judgment of the Company would not materially impair the Company’s ability to make payments under the Notes when due; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) any encumbrance or restriction with respect to a Subsidiary which 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, provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (14) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09; provided that (i) in the judgment of the Company, such incurrence will not materially impair the Company’s ability to make payments under the Notes when due or (ii) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; (15) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Company, are necessary or advisable to effect such Receivables Facility; (16) any encumbrances or restrictions of the type referred to in Section 4.08(a)(1), (2) and (3) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in Section 4.08(b)(1) through (15); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (17) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under this Indenture, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness; and (18) customary provisions restricting assignment of any agreement (or the assets subject thereto) entered into in the ordinary course of business or consistent with past practice. (c) For purposes of determining compliance with this Section 4.08, (i) 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 (ii) the subordination of loans and advances made to the Company or assets of a Restricted Subsidiary, to other Indebtedness incurred by the Company or such Restricted Subsidiary being sold; (6) customary restrictions imposed shall not be deemed a restriction on the transfer of copyrighted ability to make loans or patented materials;advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Borrower shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit 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 on to the Borrower or in respect any of its Capital Stock Restricted Subsidiaries that is a Guarantor on its Equity Interests or with respect to the Company or any other Restricted Subsidiary interest or pay any Indebtedness owed to the Company participation in, or any other Restricted Subsidiary; measured by, its profits, or (2) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary.pay (b) Paragraph (aThe restrictions in Section 6.2(a) above 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 the assets intended to secure such Indebtedness, (3) 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 other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other agreements entered into in the ordinary course of business; (iii) that are or were created by reason 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 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 FLNG1 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; (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) arising pursuant to an agreement or instrument relating to any fiduciary obligations imposed by law); Indebtedness permitted to be incurred after the Closing Date or (2) this Indenturearising under customary separateness, the Securities or the Note Guarantees; (3) the terms of any Indebtedness bankruptcy remoteness and similar provisions included in governing or other agreement existing on 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 Issue Date and any extensionsrelevant restrictions, renewalstaken 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, replacements(B) generally represent market terms at the time of incurrence or structuring, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is notas 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 more restrictive with respect impair the Borrower’s ability to such encumbrances pay the Obligations when due; (xi) arising under or restrictions than those as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (xii) arising in existence on any Hedge Agreement and/or any agreement relating to Banking Services; (xiii) relating to any asset (or all of the Issue Date; (4assets) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a of and/or the Equity Interests of the Borrower and/or any Restricted Subsidiary of the Company which is imposed pursuant to a binding an agreement which has been entered into for 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 disposition other agreement to which the Borrower or any of all its Restricted Subsidiaries is a party entered into in the ordinary course of business, consistent with past practice or substantially all consistent with industry norm; provided that such agreement (i) prohibits the encumbrance of solely the Capital Stock property or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock Borrower or assets of such Restricted Subsidiary being sold; 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 (6ii) customary restrictions imposed on would not, in the transfer good faith of copyrighted or patented materials;the Borrower, at the time such

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on or in respect of its Capital Stock Stock, or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.14(a) will not apply to encumbrances or restrictions existing under or by reason of: (i) this Indenture governing the Notes and any Credit Facility; (ii) applicable law, rule, regulation, Order, approval, license or permit or similar restriction; (iii) restrictions existing on the Issue Date and any amendments or modifications thereof that do not materially expand the scope of any such restrictions; (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiaries as in effect at the time of such acquisition, except to the extent incurred in contemplation thereof; (v) customary non-assignment provisions in contracts, leases, licenses and other commercial or trade agreements otherwise not prohibited under this Indenture; (vi) Capital Lease Obligations, any agreement governing purchase money obligations, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such Capital Lease Obligations, purchase money obligations, security agreements or mortgages; (it vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness with encumbrances or restrictions then contained in Indebtedness being understood refinanced that are not materially more restrictive, taken as a whole (as reasonably determined by the Company), than those contained in the agreements governing the Indebtedness being refinanced; (ix) other permitted Indebtedness of the Company and Restricted Subsidiaries with terms that are customary and not materially more restrictive than terms of other Indebtedness of the Company or any Restricted Subsidiaries; (x) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements relating to investments in a Permitted Business and other similar agreements entered into in the ordinary course of business; (xii) restrictions on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts into in the ordinary course of business; (xiii) 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 the Company and Restricted Subsidiaries, taken as a whole, or adversely affect the Company’s ability to make principal and interest payments on the Notes, in each case, as determined in good faith by the Company; and (xiv) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement or arrangement referred to in clauses (i) through (xiii) of this Section 4.14(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 Company, 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. (c) For purposes of determining compliance with this Section 4.14, the subordination of loans or advances made to the Company or any a Restricted Subsidiary to other Indebtedness Incurred incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or . This Section 4.14 shall cease to apply upon the occurrence of a Fundamental Change described in clause (3a) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale definition thereof or disposition of all at such time as 25% or substantially all less of the Capital Stock or assets initial aggregate principal amount of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;Notes remain outstanding.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will Holdings shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit 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 or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to Holdings or, in the Company case of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, to any other Restricted SubsidiarySubsidiary that is the Issuer or a Subsidiary Guarantor; (2) make loans or advances to Holdings or, in the Company or any other case of a Restricted Subsidiary (it being understood that is not the subordination of loans Issuer or advances made a Subsidiary Guarantor, to the Company or any Restricted Subsidiary to other Indebtedness Incurred by that is the Company Issuer or any Restricted a Subsidiary shall not be deemed a restriction on the ability to make loans or advances)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 other Restricted SubsidiarySubsidiary that is the Issuer or a Subsidiary Guarantor. (b) Paragraph (aSection 4.11(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to the Revolving Credit Facilities, Term Loan Credit Facilities and the related documentation and Hedging Obligations and the related documentation and similar restrictions contained in any fiduciary obligations imposed future credit facility or Hedging Obligations of or guaranteed by law)Holdings; (2) (i) this Indenture, the Securities or New 9.875% Notes Indenture, the Notes, the New 9.875% Notes and the Note Guarantees and the “Note Guarantees” under and as defined in the New 9.875% Notes Indenture and similar restrictions contained in the documentation entered into in connection with any future debt securities issued or guaranteed by Holdings and (ii) the Existing Notes Indentures, the Existing Notes and the guarantees thereof; (3) purchase money obligations for property acquired in the terms ordinary course of any Indebtedness or other agreement existing business and capital lease obligations that impose restrictions of the nature discussed in Section 4.11(a)(3) on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5) any agreement or other instrument 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 the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (6) contracts or agreements for the sale of assets, including any restrictions with respect to a Restricted Subsidiary of the Company imposed Holdings pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.06 and Section 4.10 that limits the right of the 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 the ordinary course of business or arising in connection with any Permitted Liens; (9) 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 ordinary course of business; (11) restrictions created in connection with any Qualified Securitization Facility permitted under Section 4.06(b)(12)(ii)(A)(y) that, in the good faith judgment of the 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 SubsidiarySubsidiaries is a party entered into in the ordinary course of business; provided, that such restrictions apply agreement prohibits the encumbrance of solely to the Capital Stock property or assets of Holdings or such Restricted Subsidiary being soldthat are the subject to such agreement, the payment rights arising thereunder or 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; (613) 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 document 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; (17) any agreement or instrument governing 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, the New 9.875% Indenture, the Revolving Credit Facilities or the Term Loan Credit Facilities as of the Issue Date or (B) encumbrances or restrictions that were in effect on the transfer Issue Date with respect to that Restricted 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 copyrighted a default under such agreement or patented materials;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 the contracts, instruments or obligations referred to in clauses (b)(1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will Holdings shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit 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 or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to Holdings or, in the Company case of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, to any other Restricted SubsidiarySubsidiary that is the Issuer or a Subsidiary Guarantor; (2) make loans or advances to Holdings or, in the Company or any other case of a Restricted Subsidiary (it being understood that is not the subordination of loans Issuer or advances made a Subsidiary Guarantor, to the Company or any Restricted Subsidiary to other Indebtedness Incurred by that is the Company Issuer or any Restricted a Subsidiary shall not be deemed a restriction on the ability to make loans or advances)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 other Restricted SubsidiarySubsidiary that is the Issuer or a Subsidiary Guarantor. (b) Paragraph (aSection 4.11(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to the Revolving Credit Facilities, Term Loan Credit Facilities and the related documentation and Hedging Obligations and the related documentation and similar restrictions contained in any fiduciary obligations imposed future credit facility or Hedging Obligations of or guaranteed by law)Holdings; (2) (i) this Indenture, the Securities or New 4.625% Notes Indenture, the Notes, the New 4.625% Notes and the Note Guarantees and the “Note Guarantees” under and as defined in the New 4.625% Notes Indenture and similar restrictions contained in the documentation entered into in connection with any future debt securities issued or guaranteed by Holdings and (ii) the Existing Notes Indentures, the Existing Notes and the guarantees thereof; (3) purchase money obligations for property acquired in the terms ordinary course of any Indebtedness or other agreement existing business and capital lease obligations that impose restrictions of the nature discussed in Section 4.11(a)(3) on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5) any agreement or other instrument 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 the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (6) contracts or agreements for the sale of assets, including any restrictions with respect to a Restricted Subsidiary of the Company imposed Holdings pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.06 and Section 4.10 that limits the right of the 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 the ordinary course of business or arising in connection with any Permitted Liens; (9) 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 ordinary course of business; (11) restrictions created in connection with any Qualified Securitization Facility permitted under Section 4.06(b)(12)(ii)(A)(y) that, in the good faith judgment of the 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 SubsidiarySubsidiaries is a party entered into in the ordinary course of business; provided, that such restrictions apply agreement prohibits the encumbrance of solely to the Capital Stock property or assets of Holdings or such Restricted Subsidiary being soldthat are the subject to such agreement, the payment rights arising thereunder or 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; (613) 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 document 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; (17) any agreement or instrument governing 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, the New 4.625% Indenture, the Revolving Credit Facilities or the Term Loan Credit Facilities as of the Issue Date or (B) encumbrances or restrictions that were in effect on the transfer Issue Date with respect to that Restricted 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 copyrighted a default under such agreement or patented materials;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 the contracts, instruments or obligations referred to in clauses (b)(1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the Company or any other Restricted Subsidiary or pay any Indebtedness owed ability to the Company or any other Restricted Subsidiarymake distributions on Capital Stock); (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule, regulation or order (includingincluding any restrictions imposed by ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇ ▇▇▇ or similar organizations); (b) this Indenture and the Notes; (c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (d) any instrument governing Acquired Indebtedness, without limitationwhich encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (i) by any national stock exchange agreements existing on which any Restricted Subsidiary has its Capital Stock listed the Measurement Date including each Warehouse Facility and agreements governing other Indebtedness existing on the Measurement Date to the extent and in the manner such agreements are in effect on the Measurement Date and (ii) pursuant any new Indebtedness incurred after the Measurement Date in accordance with this Indenture on terms that (A) are not less favorable to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or Company than the Note Guarantees; (3) the terms of any Warehouse Facility and agreements governing other Indebtedness or other agreement existing on the Issue Measurement Date in any material respect as determined by the senior management in their reasonable and any extensions, renewals, replacements, amendments good faith judgment or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not(B) are not materially more restrictive, taken as a whole, materially more restrictive than customary provisions in comparable financings and that the Board of Directors determines (as evidenced by a resolution of the Board of Directors) in good faith would not reasonably be expected to impair the ability of the Company to make scheduled payments of interest on and principal of the Notes as and when due; (f) provisions of any agreement governing Indebtedness incurred in accordance with respect to this Indenture that impose such encumbrances or restrictions than those in existence on upon the Issue Dateoccurrence of a default or failure to meet financial covenants or conditions under the agreement; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5g) restrictions with respect to on the transfer of assets (other than cash) held in a Restricted Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with this Indenture; (h) provisions of any agreement governing Indebtedness incurred in accordance with this Indenture that require a Restricted Subsidiary to service its debt obligations before making dividends, distributions or advancements in respect of its Capital Stock; (i) an agreement governing Indebtedness incurred to Refinance all or part of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (d) or (e) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not materially less favorable to the Company in any material respect as determined by the senior management of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d) or (e); (j) agreements governing any Securitization Vehicle or group of Securitization Vehicles (and limited to such Securitization Vehicle or group of Securitization Vehicles) that, in the good faith determination of the Board of Directors or senior management of the Company, are necessary or advisable to effect a binding Securitization after the Measurement Date; (k) with respect to clause (3) only, (i) any security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages or (ii) any transfer of, agreement which has been to transfer, option or right with respect to, or Lien (l) on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (m) contracts for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to Subsidiary pending the Capital Stock or assets closing of such Restricted Subsidiary being sold;sale or disposition; or (6n) customary restrictions imposed on the transfer any requirement to obtain Board of copyrighted Directors or patented materials;independent board member approval prior to payment of any dividend or other distribution.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) belowSection 3.14(b), the Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock 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 to, or Guarantee any Indebtedness or other obligations of, or make any Investment in, the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiary; or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (aSection 3.14(a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing Bank Credit Facility as in effect on the Issue Date Date, and any extensionsamendments, restatements, renewals, replacements, amendments replacements or refinancings thereof; provided, that such extensionany amendment, restatement, renewal, replacement, amendment replacement or refinancing is not, taken as a whole, materially not more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (2) this Indenture; (3) any agreement in effect on the Issue Date as any such agreement is in effect on such date; (4) applicable law; (5) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in contractsany lease governing a leasehold interest of any Restricted Subsidiary, agreementsor any customary restriction on the ability of a Restricted Subsidiary to dividend, leasesdistribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, permits and licensesin each case permitted to be Incurred under the Indenture; (56) any instrument governing Acquired Indebtedness not Incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (7) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) 8) customary restrictions imposed on the transfer of copyrighted or patented materials; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any agreement relating to any Indebtedness of any Restricted Subsidiary that is not a Domestic Restricted Subsidiary permitted to be Incurred pursuant to Section 3.9; provided, however, that such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred; (11) the subordination in right of payment of any intercompany obligations between the Company and any Restricted Subsidiary to any unsubordinated Indebtedness; provided that any such intercompany obligations are subordinated to the Notes to at least the same extent as such intercompany obligations are subordinated to other unsubordinated Indebtedness; (12) restrictions in any agreement with a holder (other than an Affiliate) of Capital Stock of any Restricted Subsidiary requiring the consent of such holder to the payment of dividends, the payment of any Indebtedness, the making of loans or advances or the transfer of assets by such Restricted Subsidiary or requiring that such payments or transfers be made on a pro rata basis; or (13) an agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clauses (2), (3) or (6) of this paragraph; provided, that such agreement is not more restrictive (as determined in good faith by the Board of Directors of the Company) with respect to such encumbrances or restrictions than those contained in the agreement governing the Indebtedness being Refinanced.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, The Indenture shall provide that the Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock Stock, (b) make loans or advances or to the Company or any other Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or any other a Restricted Subsidiary; (2) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to Company, except for such encumbrances or restrictions existing under or by reason of: : (1) applicable law, rule, regulation ; (2) the Indenture; (3) customary nonassignment provisions of any lease governing a leasehold interest of the Company or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and of the Company; (ii4) pursuant any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any fiduciary obligations imposed by law); (2) this IndentureRestricted Subsidiary of the Company, or the properties or assets of the Company or any Restricted Subsidiary of the Company, other than the Person, the Securities properties or the Note Guarantees; assets so acquired; (35) the terms of any Indebtedness or other agreement agreements existing on the Issue Date and Date; (6) any extensionsTrade Receivable Facility; (7) customary nonassignment provisions in contracts entered into in the ordinary course of business, renewals(8) Indebtedness of a Restricted Subsidiary permitted to be incurred under the Indenture or (9) an agreement effecting a refinancing, replacementsmodification, amendments replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance or refinancings thereofresale of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6) or (8) above; provided, however, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect the provisions relating to such encumbrances encumbrance or restrictions than those restriction contained in existence on any such refinancing, replacement or substitution agreement are not less favorable to the Issue Date; (4) customary non-assignment provisions Company or Restricted Subsidiary, as the case may be, in contracts, agreements, leases, permits and licenses; (5) restrictions with any material respect to a Restricted Subsidiary in the reasonable judgment of the Board of Directors of the Company imposed pursuant than the provisions relating to a binding agreement which has been entered into for the sale such encumbrance or disposition of all or substantially all of the Capital Stock or assets of restriction contained in agreements referred to in such Restricted Subsidiary; providedclause (2), that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (4), (5), (6) customary restrictions imposed on the transfer of copyrighted or patented materials;(8).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will Holdings shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit 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 or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to Holdings or, in the Company case of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, to any other Restricted SubsidiarySubsidiary that is the Issuer or a Subsidiary Guarantor; (2) make loans or advances to Holdings or, in the Company or any other case of a Restricted Subsidiary (it being understood that is not the subordination of loans Issuer or advances made a Subsidiary Guarantor, to the Company or any Restricted Subsidiary to other Indebtedness Incurred by that is the Company Issuer or any Restricted a Subsidiary shall not be deemed a restriction on the ability to make loans or advances)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 other Restricted SubsidiarySubsidiary that is the Issuer or a Subsidiary Guarantor. (b) Paragraph (aSection 4.11(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to the Senior Credit Facilities and the related documentation and Hedging Obligations and the related documentation and similar restrictions contained in any fiduciary obligations imposed future credit facility or Hedging Obligations of or guaranteed by law)Holdings; (2) this Indenture, the Securities or Notes and the Note GuaranteesGuarantees and similar restrictions contained in the documentation entered into in connection with any future debt securities issued or guaranteed by Holdings; (3) purchase money obligations for property acquired in the terms ordinary course of any Indebtedness or other agreement existing business and capital lease obligations that impose restrictions of the nature discussed in Section 4.11(a)(3) on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5) any agreement or other instrument 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 the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (6) contracts or agreements for the sale of assets, including any restrictions with respect to a Restricted Subsidiary of the Company imposed Holdings pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.06 and Section 4.10 that limits the right of the 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 the ordinary course of business or arising in connection with any Permitted Liens; (9) 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 ordinary course of business; (11) restrictions created in connection with any Qualified Securitization Facility that, in the good faith judgment of the 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 SubsidiarySubsidiaries is a party entered into in the ordinary course of business; provided, that such restrictions apply agreement prohibits the encumbrance of solely to the Capital Stock property or assets of Holdings or such Restricted Subsidiary being soldthat are the subject to such agreement, the payment rights arising thereunder or 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; (613) 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 document 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; (17) any agreement or instrument governing 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 Issue Date or (B) encumbrances or restrictions that were in effect on the transfer Issue Date with respect to that Restricted 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 copyrighted a default under such agreement or patented materials;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 the contracts, instruments or obligations referred to in clauses (b)(1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to create or otherwise cause or permit 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 or in respect any Equity Interests of its Capital Stock to such Restricted Subsidiary owned by the Company or any other of its Restricted Subsidiary or Subsidiaries; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (23) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiary; or (34) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (aThe restrictions in Section 4.08(a) above 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: (1) of applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or Notes and the Note Guarantees; (34) the terms of any Indebtedness on cash, cash equivalents, Temporary Cash Investments or other agreement existing on deposits or net worth imposed under contracts entered into the Issue Date and any extensionsordinary course of business, renewalsincluding such restrictions imposed by customers or insurance, replacements, amendments surety or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licensesbonding companies; (5) with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness of a Foreign Subsidiary that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture; (6) contained in any license, permit or other accreditation with a regulatory authority entered into 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 respect to any Person or the property or assets of any Person acquired by the Company or any of its Restricted Subsidiaries, existing at the time of such acquisition and not incurred 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 or the property or assets of the Person so acquired; (9) in the case of clause (4) of Section 4.08(a): a. that restrict in a customary manner the subletting, assignment or transfer of any 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 in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries taken as a whole; (10) with respect to a Restricted Subsidiary of the Company and imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of of, such Restricted SubsidiarySubsidiary (including a restriction on distributions by that Restricted Subsidiary pending its sale or other disposition); (11) 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 Holders than is customary in comparable financings (as determined by the Company, and b. the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes; (12) existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) 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 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, provided that such restrictions apply solely 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 Capital Stock 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 property or assets of such the Company or its Restricted Subsidiary being sold; (6) customary restrictions imposed on Subsidiaries that secure Indebtedness of the transfer Company or any of copyrighted or patented materials;its Restricted Subsidiaries.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Parent will not, and will not cause or permit any of its the Restricted Subsidiaries Subsidiaries, to create or otherwise cause or permit 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 Stock to the Company Parent or any other of the Restricted Subsidiary Subsidiaries or pay any Indebtedness indebtedness owed to the Company Parent or any other of the Restricted SubsidiarySubsidiaries; (2) make loans or advances to the Company Parent or any other of the Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Parent or any other of the Restricted SubsidiarySubsidiaries. (b) Paragraph (aSection 4.08(a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation agreements in effect at or order (including, without limitation, (i) by any national stock exchange entered into on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)the Issue Date; (2) this Indenture, the Securities or Notes, the Note Guarantees, the Security Documents, the Second Lien Collateral Trust Agreement and the Intercreditor Agreement; (3) the terms of any agreements governing other Indebtedness or other agreement existing on the Issue Date and any extensionspermitted to be incurred under Section 4.09, renewalsprovided that, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive except with respect to any such encumbrances Incurrence of Indebtedness under the Credit Agreement, in the judgment of 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 restrictions than those in existence on the Issue DateBoard of Directors of the Issuers); (4) applicable law, rule, regulation or order; (5) any instrument governing 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 or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenseslicenses entered into in the ordinary course of business; (57) restrictions with respect to 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 restricts the transfer of the Company imposed pursuant property subject to a binding such Capital Lease Obligations, Purchase Money Indebtedness, security agreements or mortgages; (8) any agreement which has been entered into for in connection with the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that imposes such Restricted Subsidiaryencumbrance or restriction pending the closing of such sale or disposition; (9) Permitted Refinancing Indebtedness; provided, that the restrictions contained in the agreements governing such restrictions apply solely Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under Section 4.12 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 and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the Capital Stock assets that are the subject of such agreements; (12) 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 consistent with industry practice; (13) any agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Parent (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the 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, entered into in the ordinary course of business; (15) 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 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 agreement to which the Parent or any Restricted Subsidiary is a party entered into in the ordinary course of 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 being sold;that are subject to such agreement; and (618) customary restrictions imposed on the transfer any encumbrance or restriction existing under or by reason of copyrighted or patented materials;contractual requirements in connection with a Permitted Receivables Facility.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its the Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company Issuer or any other Restricted Subsidiary Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Issuer or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on 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 SubsidiarySubsidiaries 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 Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company Issuer or any of the Restricted Subsidiary Subsidiaries to other Indebtedness Incurred incurred by the Company Issuer or any of the Restricted Subsidiary 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 any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) of this Section 4.09(a)). (b) Paragraph (aNotwithstanding the foregoing, Section 4.09(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, in each case, as in effect on the Original Issue Date and any other agreements in effect on the Original Issue Date; (2) the Existing Notes Documents, this Indenture and the Notes (and any Note Guarantee); (3) any applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateorder; (4) customary non-assignment provisions 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 Issuer or any Restricted Subsidiary (including as a result of a Person becoming a Restricted Subsidiary as a result of such acquisition or any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary) as in contractseffect at the time of such acquisition or redesignation (except to the extent such Indebtedness, agreementspreferred stock or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition or redesignation), leaseswhich encumbrance or restriction is not applicable to any Person, permits and licensesor the properties or assets of any Person, other than (x) the Person or any of its Subsidiaries or (y) the property or assets of the Person or any of its Subsidiaries so acquired; provided that, in the case of Indebtedness or preferred stock, such Indebtedness or preferred stock was permitted to be incurred or issued by the terms of this Indenture; (5) restrictions with respect to a Restricted Subsidiary customary provisions restricting the subletting, assignment or transfer of the Company imposed pursuant to a binding agreement which has been any property or assets in leases, conveyances, contracts and licenses entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldbusiness; (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) of Section 4.09(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (18) or clause (20) of this Section 4.09(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Issuer, are not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those 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 accordance with the covenant described in Section 4.10 after the Original Issue Date that (a) in the good faith judgment of the Issuer, (x) are not materially more restrictive, taken as a whole, 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 Agreement on the Original Issue Date or this Indenture on the Issue Date, as applicable, or (y) will not materially adversely affect the Issuers’ ability to make anticipated principal and interest payments on the Notes, or (b) apply only during the continuance of a default under such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to create or otherwise cause Create or permit 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 or in respect of its Capital Stock Stock, or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any other of the Restricted Subsidiary; Subsidiaries; (2ii) make loans or advances to the Company Issuer or any of the Restricted Subsidiaries; or (iii) sell, lease or transfer any of its properties or assets to Issuer or any of the Restricted Subsidiaries. (a) The restrictions in this Section 7.10(a) will not apply to encumbrances or restrictions existing under or by reason of: (i) this Agreement and any Credit Facility; (ii) applicable law, rule, regulation, order, approval, license or permit or similar restriction; (iii) restrictions existing on the Effective Date and any amendments or modifications thereof that do not materially expand the scope of any such restrictions; (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by Issuer or any Restricted Subsidiaries as in effect at the time of such acquisition, except to the extent incurred in contemplation thereof; (v) customary non-assignment provisions in contracts, leases, licenses and other commercial or trade agreements otherwise not prohibited under this Agreement; (vi) Capital Lease Obligations, any agreement governing purchase money obligations, security agreements or mortgages securing Indebtedness of Issuer or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such Capital Lease Obligations, purchase money obligations, security agreements or mortgages; (it vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness with encumbrances or restrictions then contained in Indebtedness being understood refinanced that are not materially more restrictive, taken as a whole (as reasonably determined by Issuer), than those contained in the agreements governing the Indebtedness being refinanced; (ix) other permitted Indebtedness of Issuer and Restricted Subsidiaries with terms that are customary and not materially more restrictive than terms of other Indebtedness of Issuer or any Restricted Subsidiaries; (x) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements relating to investments in a Permitted Business and other similar agreements entered into in the ordinary course of business; (xii) restrictions on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts into in the ordinary course of business; (xiii) 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 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 subordination of loans or advances made to the Company Issuer or any a Restricted Subsidiary to other Indebtedness Incurred incurred by the Company Issuer or any such Restricted Subsidiary 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 any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will Holdings shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly an indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock Stock, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of Holdings or pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (2) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3c) transfer any of its property or assets to the Company Holdings or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of: : (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); ; (2) this Indenture, the Securities Debentures, the New Notes, the New Note Indenture, the Old Notes, the Old Note Indenture, the Old Debentures, the Old Debentures Indenture and any Guarantees issued by any Subsidiary of Holdings under the Old Note Indenture or the Note Guarantees; New note Indenture; (3) the terms non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on July 22, 1998; (6) the Credit Facilities; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is in effect on the date such Person is acquired by Holdings or a Restricted Subsidiary of Holdings; (10) any Purchase Money Note, or other Indebtedness or other agreement existing contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness permitted to be incurred subsequent to July 22, 1998 pursuant to Section 4.09; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness or preferred stock being incurred or issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Issue Date ordinary course of business; (13) the Fourth Liens; and (14) any extensionsencumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, replacementsincreases, amendments supplements, refundings, replacements or refinancings thereofof the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided, provided that such extensionamendments, renewalmodifications, replacementrestatements, amendment renewals, increases, supplements, refundings, replacements or refinancing is notrefinancings are, taken as a wholein the good faith judgment of the Management Committee, materially no more restrictive with respect to such encumbrances or dividend and other payment restrictions than those contained in existence on the Issue Date; (4) customary non-assignment provisions in contractsdividend or other payment restrictions prior to such amendment, agreementsmodification, leasesrestatement, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale renewal, increase, supplement, refunding, replacement or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;refinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Borrower shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (i) (1) pay dividends or make any other distributions on to the Borrower or in respect any of its Capital Stock Restricted Subsidiaries that is a Guarantor on its Equity Interests or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries that is a Guarantor; (2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries that is a Guarantor; or (iii) sell, lease or transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries that is a Guarantor. (b) The restrictions in Section 6.2(a) shall not apply to encumbrances or 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 the assets intended to secure such Indebtedness, (3) 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)(xviii), (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 other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other 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 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 (it being understood or all or substantially all of the assets thereof) that restricts the subordination payment of dividends or other distributions or the making of cash loans or advances made by such Restricted Subsidiary pending such disposition; (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 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 Company 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; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming or 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 Subsidiary and its Subsidiaries; and/or (xvii) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in 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 such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.2, (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 Equity Interests and (2) the subordination of (including the application of any standstill requirements to) loans and advances made to the Borrower or a Restricted Subsidiary to other Indebtedness Incurred incurred by the Company Borrower or any such Restricted Subsidiary 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 any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6) customary restrictions imposed on the transfer of copyrighted or patented materials;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company 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 Company 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 SubsidiarySubsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness); (2) make loans or advances to the Company Issuer or any other Restricted Subsidiary of the Issuer (it being understood that the subordination of loans or advances made to the Company Issuer or any of its Restricted Subsidiary Subsidiaries to other Indebtedness Incurred incurred by the Company Issuer or any of its Restricted Subsidiary 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 any other Restricted SubsidiarySubsidiary of the Issuer (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) of this Section 4.08(a)). (b) Paragraph (aSection 4.08(a) above will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) applicable lawagreements governing Existing Indebtedness, ruleExisting Project Loans and Affiliate Indebtedness, regulation or order (includingand the Credit Agreements, without limitationin each case, (i) by as in effect on the Issue Date and any national stock exchange other agreements in effect on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)the Issue Date; (2) this Indenture, the Securities or Notes and the Note Guarantees; (3) the terms of any Indebtedness applicable law, rule, regulation or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateorder; (4) any instrument governing Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Issuer or any Restricted Subsidiary of the Issuer as in effect at the time of such acquisition or at the time an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary of the Issuer (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition or redesignation), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or any of its Subsidiaries, or the property or assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of this Indenture; (5) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been licenses entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being soldbusiness; (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 4.08(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 4.12 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 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 this Section 4.08 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) or clause (18) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those 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 accordance with Section 4.09 that, in the good faith judgment of Senior Management, are not materially more restrictive, taken as a whole, than those applicable to the Issuer in this Indenture on the Issue Date (which results in encumbrances or restrictions on Restricted Subsidiaries of the Issuer comparable to those applicable to the Issuer) or (y) other Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09; provided that with respect to this subclause (y) of this clause (18), such encumbrances or restrictions shall not materially affect the Issuer’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Senior Management).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the Company The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on to the Borrower or in respect any of its Restricted Subsidiaries on its Capital Stock Stock, or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries; (2b) make loans or advances to the Company Borrower or any other of its Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Subsidiaries; or (3c) sell, lease or transfer any of its property properties or assets to the Company Borrower or any other of its Restricted Subsidiary. Subsidiaries except (bin each case) Paragraph (a) above will not apply to for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation contractual encumbrances or order (including, without limitation, restrictions (i) by any national stock exchange in effect on which any Restricted Subsidiary has its Capital Stock listed and the Closing Date or (ii) pursuant to any fiduciary obligations imposed by law)in effect on the Distribution Date on substantially the terms described in the Offering Memorandum, including those arising under the Loan Documents; (2) this (i) the Senior Notes Indenture, the Securities or Senior Notes and, in each case, the Note Guarantees; guarantees thereunder and (3ii) any agreement governing Indebtedness permitted to be incurred pursuant to Section 7.02; provided that the terms provisions relating to restrictions of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that type described in clauses (a) through (c) above contained in such extension, renewal, replacement, amendment or refinancing is notagreement, taken as a whole, are (in the good faith determination of the Borrower) not materially more restrictive with respect to such encumbrances than the provisions contained in this Agreement or in the Senior Notes Indenture, in each case as in effect when initially executed; (3) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions than those of the nature discussed in existence clause (c) above on the Issue Dateproperty so acquired or leased; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5) any agreement or other instrument of a Person (including an Unrestricted Subsidiary that becomes a Restricted Subsidiary whether by redesignation or otherwise) acquired by or merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or 147 restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (6) contracts for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary of the Company imposed Borrower, that impose restrictions solely on the assets to be sold; (7) any Hedging Obligations; (8) Secured Indebtedness otherwise permitted to be incurred pursuant to a binding agreement which has been Sections 7.01 and 7.02; (9) restrictions on cash or other deposits or net worth imposed by leases, customers under contracts or other contracts or agreements entered into in the ordinary course of business; (10) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 7.02; (11) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture; (12) customary provisions contained in leases, sub-leases, licenses or sub-licenses, permits, contracts and other agreements, in each case, entered into in the ordinary course of business; (13) any agreements entered into in the ordinary course of business, not relating to Indebtedness and that do not, individually or in the aggregate, materially impair (in the good faith determination of the Borrower) the ability of the Borrower or the Subsidiary Guarantors to pay the principal and interest owing and unpaid in respect of the Loans, L/C Obligations or any other Obligations; (14) any agreement for the sale or disposition other Disposition of all or substantially all of the Capital Stock or the assets of such a Restricted Subsidiary; provided, that such restrictions apply solely Subsidiary to the Capital Stock or assets of such extent it restricts distributions by that Restricted Subsidiary being soldpending such sale or other Disposition; (615) customary restrictions provisions imposed on the transfer of copyrighted or patented materials; (16) encumbrances or restrictions relating to the IPC Media Ltd. pension scheme; (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the 148 contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith determination of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (18) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Receivables Facility; provided that such restrictions apply only to the applicable Receivables Subsidiary. For purposes of determining compliance with this Section 7.06, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock will not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness incurred by the Borrower or any Restricted Subsidiary will not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) belowFrom and after the Issue Date, the Company will Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Subsidiary Guarantor to: (1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company Issuer or any other Restricted SubsidiaryGuarantor; (2) make loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances)Guarantor; or (3) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other Restricted Subsidiarya Guarantor. (b) Paragraph (aThe restrictions in Section 4.08(a) above will shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on the Issue Date, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) including pursuant to any fiduciary obligations imposed by law)of the Senior Credit Facilities, the Exchange Second-Out First Lien Notes, the New First-Out First Lien Notes, the Existing Notes and, in each case, related documentation and related Hedging Obligations; (2) this Indenture, the Securities or Notes, the Note GuaranteesGuarantees and the Security Documents; (3) Purchase Money Obligations for property acquired in the terms ordinary course of any Indebtedness business or other agreement existing consistent with industry or past practice, and Financing Lease Obligations that at the relevant time otherwise would not be permitted by clause (3) of Section 4.08(a) on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Dateproperty so acquired; (4) customary non-assignment provisions in contractsapplicable law or any applicable rule, agreements, leases, permits and licensesregulation or order; (5i) any agreement, arrangement, Indebtedness or Capital Stock of any Person or its affiliates that is acquired by or merged, consolidated or amalgamated with or into any of the Issuer or any Restricted Subsidiary that applies to such Person or its affiliates or any assets acquired in any such acquisition, merger, consolidation or amalgamation or acquisition of assets in existence at the time thereof, or assumed in connection therewith (unless and to the extent created in contemplation thereof), which encumbrance or restriction is not applicable to the Issuer or any of its Restricted Subsidiaries or its properties or assets, other than any such Person or its affiliates or such assets, or any Unrestricted Subsidiary; and (ii) 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 or a Restricted Subsidiary or the transfer of all, substantially all or any of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, any such encumbrance or restriction existing or assumed (unless and to the extent created in contemplation thereof); (6) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Restricted Subsidiary of the Company imposed Issuer pursuant to a binding an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness permitted to be incurred pursuant to Section 4.09 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash, Cash Equivalents or other deposits under contracts or customary net worth provisions contained in real property leases, in each case, entered into in the ordinary course of business or consistent with industry or past practice and restrictions on cash, Cash Equivalents or other deposits permitted under Section 4.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted SubsidiarySubsidiaries that are not Guarantors permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.09; (10) provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture; (11) 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 or consistent with industry or past practice; provided, provided that such restrictions apply agreement prohibits the encumbrance of solely to the Capital Stock property or assets of the Issuer or such Restricted Subsidiary being soldparty thereto, the payment rights arising thereunder or the proceeds thereof; (612) any encumbrance or restriction with respect to any Unrestricted Subsidiary or any of its affiliates or their respective properties or assets that existed before the date that such Subsidiary became a Restricted Subsidiary if such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary unless and to the extent otherwise permitted by this Indenture; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09; if (A) in the judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments on the Notes when due, (B) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock otherwise not permitted by this Indenture apply only so long as a default in respect of a payment or financial maintenance covenant relating to such Indebtedness, Disqualified Stock or Preferred Stock is not cured or waived or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive, taken as a whole, than those contained in this Article 4 or are not materially more disadvantageous, taken as a whole, to the Holders than is ordinary or customary at the time and under the circumstances for financings for similarly situated borrowers or issuers or available to the Issuer and its Subsidiaries (as determined by the Issuer); (14) restrictions contained in any documentation relating to, or otherwise required or necessary to consummate, any Permitted Receivables Financing; (15) customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment or other transfer thereof (or the assets subject thereto), including with respect to intellectual property; and (16) any encumbrances and restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this Section 4.08(b) if such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the judgment of the Issuer, not materially more restrictive 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 or are not materially more disadvantageous, taken as a whole, to the Holders than is ordinary or customary at the time and under the circumstances for financings for similarly situated borrowers or issuers or available to the Issuer and its Subsidiaries (as determined by the Issuer). (c) For purposes of determining compliance with this Section 4.08, (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 transfer ability to make distributions on Capital Stock and (2) the subordination of copyrighted loans and advances made to the Issuer or patented materials;a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, The Issuer and the Company will not, and the Company will not cause or permit any of its Restricted Subsidiaries to Subsidiary that is not a Guarantor to, directly or indirectly, create or otherwise cause or permit 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 or in respect of its Capital Stock or with respect to the Company or any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Company Issuer or any other Restricted SubsidiaryGuarantor; (2ii) make loans or advances to the Issuer or 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 outstanding on the Issue Date and the related documentation and Hedging Obligations and the related documentation; (ii) this Indenture, the Notes and the Guarantees; (iii) purchase money obligations for property or assets acquired in the ordinary course of business and capital lease obligations that impose restrictions of the nature discussed in Section 4.08(a)(iii) on the property or assets so acquired; (iv) 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 any other 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 (it being understood that the subordination but, in any such case, not created in contemplation thereof) and (y) any agreement or other instrument of loans a Person acquired by or advances made to merged or consolidated with or into Issuer, the Company or any Restricted Subsidiary to other Indebtedness Incurred by in existence at the time of such acquisition or at the time it merges with or into the Issuer, the Company or any Restricted Subsidiary shall or assumed in connection with the acquisition of assets from such Person (but, in any such case, not be deemed a created in contemplation thereof), which encumbrance or restriction on is not applicable to any Person, or the ability to make loans properties or advances); or (3) transfer assets of any of Person, other than the Person so acquired and its Subsidiaries, or the property or assets to of the Company Person so acquired and its Subsidiaries or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to encumbrances the property or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law)assets so acquired; (2vi) this Indenturecontracts for the sale of assets, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date and any extensions, renewals, replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) including customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (5) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all 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 SubsidiarySubsidiaries 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 is a party entered into in the ordinary course of business; provided, that such restrictions apply agreement prohibits the encumbrance of solely to the Capital Stock property or assets of the Issuer, the Company or such Restricted Subsidiary being soldthat are the subject to such agreement, 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; (6xiii) 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 type referred to in Sections 4.08(a)(i), 4.08(a)(ii) and 4.08(a)(iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xv) above (other than clause (i) above); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, (i) not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than 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 good faith determination of the Issuer, materially impair the ability of the Issuer to make payments on the transfer Notes; (xvii) restrictions created in connection with any Qualified Securitization Facility that in the good faith determination of copyrighted the Company are necessary or patented materials;advisable to effect such Qualified Securitization Facility; and (xviii) restrictions contained in the Intercreditor Agreement entered into by the Trustee as provided by this Indenture.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b) below, the The Company will not, and will not cause or permit any of its Restricted Subsidiaries to to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a)(i) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (2b) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. (b) Paragraph (a) above will not apply to , except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including, without limitation, (i) by any national stock exchange on which any Restricted Subsidiary has its Capital Stock listed and (ii) pursuant to any fiduciary obligations imposed by law); (2) this Indenture, the Securities or the Note Guarantees; (3) the terms of any Indebtedness or other agreement existing on the Issue Date Date, including the Loan and any extensionsSecurity Agreement, renewalsthis Indenture and the Old Note Indenture (if Old Notes are still outstanding), replacements, amendments or refinancings thereof; provided, that such extension, renewal, replacement, amendment or refinancing is not, taken as a whole, materially more restrictive with respect to such encumbrances or restrictions than those in existence effect on the Issue Date; (4ii) any agreement governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in anticipation of such acquisition), provided that such restriction does not extend to or 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 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 of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied; (v) applicable law; (vi) customary non-assignment provisions in contracts, leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements, leases, permits ) and licensesLocal Marketing Agreements; (5vii) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into agreements for the sale or disposition of all or substantially all of the Capital Stock or any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (6viii) customary Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes restrictions imposed on the transfer of copyrighted Property so acquired and any improvements on such Property; and (ix) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance or patented materials;restriction does not extend to any Property other than that subject to the underlying lease.