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

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

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

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Equity InterestsCapital Stock, or any other interest or participation in or measured by its profits, (ii) pay any Indebtedness owed to the Company or a any other Restricted Subsidiary of the CompanySubsidiary, (iii) make any Investment in the Company or a any other Restricted Subsidiary of the Company Subsidiary, or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except ; except: (a) any encumbrance or restriction pursuant to an agreement in effect on the initial Issue Date or contained (including without limitation the Credit Agreement in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indentureeffect on the initial Issue Date); (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the initial Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) customary provisions contained in an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that the restrictions are applicable only to such Restricted Subsidiary or assets; (d) any encumbrance or restriction existing under, under or by reason of applicable law or any requirement of any regulatory body; (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (f) covenants in franchise agreements with respect Manufacturers customary for franchise agreements in the automobile retailing industry; (g) any encumbrance or restriction contained in any Purchase Money Obligations for property to the extent such restriction or encumbrance restricts the transfer of such property; (h) any encumbrances or restrictions in security agreements securing Indebtedness (other than Subordinated Indebtedness) of a Guarantor (including any Inventory Facility) (to the extent that such Liens are otherwise incurred in accordance with Section 1011) that restrict the transfer of property subject to such agreements, provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid; (i) covenants in Inventory Facilities customary for inventory and floor plan financing in the automobile retailing industry; (j) any encumbrance related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary so long as such encumbrance was not entered into in contemplation of the acquisition, merger or consolidation transaction; (k) customary non-assignment provisions contained in any lease governing a leasehold interest or any supply, license or other agreement entered into in the ordinary course of business of the Company or any of its Restricted SubsidiarySubsidiaries; provided (l) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 1011 herein that (1) such encumbrances or restrictions are ordinary and customary in light limit the right of the type debtor to dispose of agreement involved and the assets subject to such Liens; (2m) such encumbrances shall not affect restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (n) restrictions contained in any material respect the Company’s other indenture or any Guarantor’s ability to make principal and interest payments on the Securitiesinstrument governing debt or preferred securities that are not materially more restrictive, taken as determined a whole, than those contained in good faith by the Companythis Indenture; (do) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (j) and (c), p) or in this clause (do), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced replaced; (p) restrictions related solely to Foreign Subsidiaries and created in connection with Indebtedness of such Foreign Subsidiaries incurred pursuant to clauses (xii), (xiv) and (xx) of paragraph (b) of Section 1008 herein; and (q) encumbrances or restrictions that are pursuant to any agreements or arrangements in effect on the date that Sytner Group plc and its subsidiaries are acquired by the Company or its Restricted Subsidiaries or in connection with any transaction which Sytner Group plc has agreed to enter into as of such date, which restrictions are customary for transactions of similar type, and any amendment, modification or replacement of any agreement, arrangement or transaction described above that are not materially more restrictive than those set forth contained in this Indenture; and (e) any encumbrance such agreements or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryarrangements.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall TLGI will not, and shall will not permit any of the its Restricted Subsidiaries (including, without limitation, LGII) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company TLGI to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company TLGI or a any other Restricted Subsidiary of the CompanyTLGI, (iiic) make loans or advances to, or any Investment in the Company in, TLGI or a any other Restricted Subsidiary of the Company or TLGI, (ivd) transfer any of its properties or assets to the Company TLGI or any other Restricted Subsidiary of TLGI or (e) guarantee any Indebtedness of TLGI or any other Restricted Subsidiary of TLGI, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of TLGI or any Restricted SubsidiarySubsidiary of TLGI, except (aiii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect TLGI's ability to satisfy its obligations under the provisions of this Indenture and the Securities, (iv) any encumbrance agreement or restriction pursuant to an agreement in effect on the Issue Date other instrument of a person acquired by TLGI or contained in any other indenture Restricted Subsidiary of TLGI (or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to any person, or the Company properties or assets of any Restricted Subsidiary person, other than the person, or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; person, so acquired, (cv) any encumbrance or restriction existing under, by reason of or with respect to provisions contained in any agreement or instrument relating to Indebtedness which prohibit the transfer of all or substantially all of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light assets of the type obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement involved or instrument and (2vi) such encumbrances shall not affect and restrictions under Indebtedness in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments effect on the Issue Date (including under the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the and encumbrances or and restrictions in the foregoing clauses (a), (b) and (c), permitted refinancings or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions replacements thereof which are not materially no less favorable to the Holders holders of the Securities than those under or pursuant to the agreement evidencing contained in the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted Subsidiaries Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Material Subsidiary of the Company to (ia) pay dividends or make any other distribution on its Equity InterestsCapital Stock, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or (ivd) transfer any of its properties property or assets to the Company or any Restricted Subsidiary, except (ai) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Datedate hereof, in existence at the time such Person becomes a Restricted Subsidiary of the Company and or created on the date it becomes a Subsidiary so long as such encumbrance or restriction was not incurred in connection with, or created in contemplation of, of such Person becoming a 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; (cii) any encumbrance or restriction existing under, by reason of or with respect to any agreement a Subsidiary that had no assets immediately prior to the time the encumbrance or restriction was created and which encumbrance or restriction was created in connection with such Subsidiary’s acquisition of assets and the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Companyfinancing thereof; (diii) any encumbrance or restriction existing arising under or by reason of applicable law; (iv) any restriction on the ability of a Subsidiary to transfer an asset or property to the extent such restriction arises pursuant to a security interest or mortgage entered into in connection with the financing of the acquisition of such asset or property; and (v) any encumbrance or restriction pursuant to any agreement that creates a Permitted Lien or extends, renewsrefinances, refinances renews or replaces any agreement containing any of the agreements containing the encumbrances or restrictions described in the foregoing clauses (ai), (bii) and (c), or in this clause (div), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities Senior Notes than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewedrefinanced, refinanced renewed or replaced replaced. The Incurrence of Indebtedness shall not be considered the creation, existence or are not more restrictive than those set forth in this Indenture; and (e) any effectiveness of a consensual encumbrance or restriction created pursuant merely because the obligation to an asset sale agreement, stock sale agreement or similar instrument pursuant repay such Indebtedness may limit such Subsidiary’s cash flow available to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from make any of the execution and delivery of such agreement or instrument payments described in clauses (a) through a termination date not later than 270 days after such execution and delivery(d) above.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The With respect to any series of Securities, the Company shall will not, and shall will not permit any of the Restricted Subsidiaries Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Material Subsidiary of the Company to (ia) pay dividends or make any other distribution on its Equity InterestsCapital Stock, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or (ivd) transfer any of its properties property or assets to the Company or any Restricted Subsidiary, except (ai) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of or created on the Company and date it becomes a Subsidiary so long as such encumbrance or restriction was not incurred in connection with, or created in contemplation of, of such Person becoming a 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; (cii) any encumbrance or restriction existing under, by reason of or with respect to any agreement a Subsidiary that had no assets immediately prior to the time the encumbrance or restriction was created and which encumbrance or restriction was created in connection with such Subsidiary’s acquisition of assets and the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Companyfinancing thereof; (diii) any encumbrance or restriction existing arising under or by reason of applicable law; (iv) any restriction on the ability of a Subsidiary to transfer an asset or property to the extent such restriction arises pursuant to a security interest or mortgage entered into in connection with the financing of the acquisition of such asset or property; and (v) any encumbrance or restriction pursuant to any agreement that creates a Permitted Lien or extends, renewsrefinances, refinances renews or replaces any agreement containing any of the agreements containing the encumbrances or restrictions described in the foregoing clauses (ai), (bii) and (c), or in this clause (div), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the such series of Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewedrefinanced, refinanced renewed or replaced replaced. The Incurrence of Indebtedness shall not be considered the creation, existence or are not more restrictive than those set forth in this Indenture; and (e) any effectiveness of a consensual encumbrance or restriction created pursuant merely because the obligation to an asset sale agreement, stock sale agreement or similar instrument pursuant repay such Indebtedness may limit such Subsidiary’s cash flow available to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from make any of the execution and delivery of such agreement or instrument payments described in clauses (a) through a termination date not later than 270 days after such execution and delivery(d) above.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise on its Equity InterestsInterests to the Company or any Subsidiary, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or thereof, (ivd) transfer any of its properties or assets to the Company or any Restricted SubsidiarySubsidiary thereof (other than customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company's ability to satisfy its obligations under the Senior Notes), except or (ae) guarantee any Indebtedness of the Company or any Subsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Senior Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to an agreement contemplated by agreements evidencing any Senior Indebtedness or Permitted Secured Indebtedness, (iii) any restrictions which are in effect existence on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, which exist with respect to a Restricted Subsidiary Person that is not becomes a Subsidiary of the Company on or after the Issue Date, which are in existence at the time such Person becomes a Restricted Subsidiary of the Company (but not created in connection with or contemplation of such Person becoming a Subsidiary of the Company and not incurred in connection with, which encumbrance or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties property or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; (cPerson or the property or assets of such Person so acquired) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same, (b) and (c)provided, or in this clause (d)however, provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable in the aggregate to the Holders holders of the Securities Senior Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced (iv) customary non-assignment provisions in any contract or licensing agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary, (v) any restrictions existing under or contemplated by agreements evidencing any Purchase Money Obligations that impose restrictions on the ability of any of the Company or its Subsidiaries to transfer the property so acquired to the Company or its Subsidiaries, (vi) any restrictions existing under or contemplated by agreements evidencing any Refinancing Indebtedness, providing that the restrictions contained in the agreements governing such Refinancing Indebtedness are not no more restrictive in whole than those set forth contained in this Indenture; the agreements governing the Indebtedness being refinanced and (evii) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only matter provided for a period from in the execution and delivery Plan of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryReorganization.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted such Subsidiary of the Company to (i) (a) pay dividends or make any other distribution distributions to the Company or any of its Subsidiaries on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits or (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary any of its Subsidiaries, (ii) make loans or advances to the CompanyCompany or any of its Subsidiaries, (iii) make any Investment in the Company or a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any Restricted Subsidiaryof its Subsidiaries, (iv) grant any Liens in favor of the Holders of the Notes or (v) guarantee the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions existing under or by reason of (aA) Existing Indebtedness, (B) the Senior Credit Facility, (C) applicable law, (D) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties of any Person, other than the Person, or the property of the Person, so acquired, provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Note to be Incurred, (E) customary non-assignment provisions in leases, licenses, sales agreements or other contracts (but excluding contracts related to the extension of credit) entered into in the ordinary course of business and consistent with past practices, (F) restrictions imposed pursuant to an a binding agreement in effect for the sale or disposition of all or substantially all of the Equity Interests or assets of any Subsidiary of the Company, provided such restrictions apply solely to the Equity Interests or assets being sold, (G) restrictions imposed by Permitted Liens on the Issue Date transfer of the assets that are subject to such Liens, (H) Permitted Refinancing Indebtedness Incurred to refinance Existing Indebtedness or Indebtedness of the type described in clause (D) above, provided that the restrictions contained in any other indenture or instrument the agreements governing debt or preferred securities that such Permitted Refinancing Indebtedness are no more restrictive restrictive, as a whole, than those contained in this Indenture; the agreements governing the Indebtedness being refinanced, and (bI) any encumbrance or restrictionthe terms of Purchase Money Indebtedness, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable but only to the Company extent such Purchase Money Indebtedness encumbers or any Restricted Subsidiary or restricts the properties or assets of the Company or any Restricted Subsidiary other than property acquired with such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryPurchase Money Indebtedness.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Equity Interestsbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or a Restricted any Subsidiary of the Company, except (iiia) make restrictions imposed by the Securities or the Indenture, (b) restrictions imposed by applicable law, (c) restrictions under any Investment Acquired Indebtedness not incurred in the Company violation of this Indenture or a Restricted Subsidiary of the Company any agreement relating to any property, asset, or (iv) transfer any of its properties or assets to business acquired by the Company or any Restricted Subsidiaryof its Subsidiaries, except which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (ad) any encumbrance such restriction or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; requirement imposed by Indebtedness incurred under paragraph (bf) any encumbrance or restrictionof Section 4.10, (e) restrictions with respect solely to a Restricted Subsidiary that is not a Subsidiary of the Company on imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary sale or disposition of all or substantially all of the Company and not incurred in connection with, Equity Interests or in contemplation of, of any assets of such Person becoming a Restricted Subsidiary, provided, that provided such encumbrances and restrictions are not applicable apply solely to the Company or any Restricted Subsidiary or the properties Equity Interests or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; , (f) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (c) any encumbrance or restriction existing underof Section 4.10, by reason of or with respect provided such restrictions relate only to any agreement the transfer of the Company or any Restricted Subsidiary; provided that (1) property acquired with the proceeds of such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved Purchase Money Indebtedness, and (2g) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability connection with and pursuant to make principal and interest payments on the Securitiespermitted Refinancing Indebtedness, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or replacements of restrictions in the foregoing clauses imposed pursuant to clause (a), ) or (bf) and (c), or in of this clause (d), provided Section 4.11 that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in this Indenture; and the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ea) customary provisions restricting subletting or assignment of any encumbrance or restriction created pursuant to an asset sale agreementlease entered into in the ordinary course of business, stock sale agreement or similar instrument pursuant to which an Asset Sale consistent with industry practice, nor (b) Liens permitted under Section 1012 is the terms of this Indenture shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of transfer such agreement or instrument through a termination date not later than 270 days after such execution and deliveryassets, as the case may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (1) (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries on its Equity Interests, Capital Stock or (ii) pay any Indebtedness or other obligations owed to the Company or a any of its Restricted Subsidiary of the Company, Subsidiaries; (iii2) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company or Subsidiaries; or (iv3) transfer any of its properties or assets to the Company or any of its Restricted SubsidiarySubsidiaries. (b) The provisions of Section 4.09(a) will not prohibit encumbrances or restrictions existing under or by reason of: (1) (i) agreements governing the Revolving Credit Facility, Hedging Obligations, any instrument governing Existing Indebtedness or any other agreement or instrument, each as in effect on the Initial Issuance Date and (ii) agreements governing Indebtedness permitted to be incurred under Section 4.09; provided that, in the case of clause (ii) the encumbrances and restrictions therein are not materially more restrictive, taken as a whole, than those contained in (x) the Indenture and the Notes or (y) agreements or instruments in effect on the Initial Issuance Date, in each case as determined by the Company in its reasonable and good faith judgment; (2) the Indenture and the Notes; (3) applicable law, rule, regulation or order or similar restriction; (4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; (a5) customary non-assignment provisions in contracts, licenses and leases entered into in the ordinary course of business and consistent with past practices; (6) any Liens, mortgages, pledges or other security agreements permitted under the Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent the encumbrances or restrictions they contain restrict the transfer of the properties or assets subject to such Liens, mortgages, pledges or other security agreements; (7) agreements governing purchase money obligations, mortgage financings and Capital Lease Obligations and other Indebtedness of the type permitted to be incurred pursuant Section 4.09(b)(9), in each case incurred in compliance with such Section; (8) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary (or any of its properties or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or properties or assets of such Restricted Subsidiary (or the properties or assets that is not are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in bona fide contracts for the sale of properties or assets; (10) customary provisions in joint venture agreements and similar agreements that restrict the transfer of interests in the joint venture or applicable Person; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements governing Sale/Leaseback Transactions, stock sale agreements and other similar agreements (including agreements entered into in connection with a Subsidiary Restricted Investment) entered into (i) in the ordinary course of business or (ii) with the approval of the Company Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on the Issue Datecash, Cash Equivalents or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in existence each case under contracts entered into in the ordinary course of business; (13) encumbrances or restrictions with respect to property under a charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such property; (14) any agreement or instrument relating to any property or assets acquired after Initial Issuance Date in effect at the time of such Person becomes acquisition, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (15) the issuance of Preferred Stock by a Restricted Subsidiary of the Company and or the payment of dividends thereon in accordance with the terms thereof; provided that the terms of such Preferred Stock do not incurred in connection with, or in contemplation of, such Person becoming expressly restrict the ability of a Restricted Subsidiary, provided, Subsidiary of the Company to pay dividends or make any other distributions on its Equity Interests (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 Equity Interests); (16) agreements governing Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such encumbrances and restrictions Permitted Refinancing Indebtedness are not applicable materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Company in its reasonable and good faith judgment; (17) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiary or Subsidiaries is a party entered into in the properties ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or any such Restricted Subsidiary other than that are the subject of such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance agreement, the payment rights arising thereunder or restriction existing under, by reason of or with respect the proceeds thereof and does not extend to any agreement other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; provided that and (18) any encumbrances or restrictions of the type referred to in clauses (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 encumbrances amendments, modifications, restatements, renewals, increases, supplements, refunding, replacements or restrictions are ordinary and customary refinancings, in light the good faith judgment of the type Company, (i) do not in the good faith judgment of agreement involved and the Company materially reduce the total amounts that may be paid, lent, advanced or transferred to the Company or any of its Restricted Subsidiaries under clauses (1), (2) and (3) of this Section 4.08(b) or (ii) are no more restrictive as a whole with respect to such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal dividend and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or other payment restrictions than those contained in the foregoing clauses (a)dividend or other payment restrictions prior to such amendment, (b) and (c)modification, restatement, renewal, increase, supplement, refunding, replacement or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryrefinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall Issuers will not, and shall will not permit any of the Restricted their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company their Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise on its their Equity InterestsInterests to the Issuers or any of their Subsidiaries, (iib) pay any Indebtedness owed to the Company Issuers or a Restricted Subsidiary of the Companyany Subsidiaries, (iiic) make loans or advances to the Issuers or any Investment in the Company or a Restricted Subsidiary of the Company or thereof, (ivd) transfer any of its properties or assets to the Company Issuers or any Restricted Subsidiary thereof (other than customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Issuers' or any Subsidiary's ability to satisfy its obligations under the Senior Notes), except or (ae) guarantee any Indebtedness of either of the Issuers or any Subsidiary of either of the Issuers, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Senior Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to an agreement contemplated by agreements evidencing any Senior Indebtedness, (iii) any restrictions which are in effect existence on the Issue Date (including pursuant to the Brownwood Lease) or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, which exist with respect to a Restricted Subsidiary Person that is not becomes a Subsidiary of the Company on or after the Issue Date, which are in existence at the time such Person becomes a Restricted Subsidiary of either of the Company and Issuers (but not incurred created in connection with, with or in contemplation of, of such Person becoming a Restricted Subsidiary, provided, that such encumbrances Subsidiary of either of the Issuers and restrictions are which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties property or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; Person or the property or assets of such Person (cor their Subsidiaries) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1so acquired) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same; provided, (b) and (c)however, or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable in the aggregate to the Holders holders of the Securities Senior Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced replaced, (iv) customary non-assignment provisions in any contract or licensing agreement entered into by either of the Issuers or any Subsidiary of either of the Issuers in the ordinary course of business or in any lease governing any leasehold interest of the Issuers or a Subsidiary, (v) any restrictions existing under 47 or contemplated by agreements evidencing any Purchase Money Indebtedness or Capitalized Lease Obligations that impose restrictions on the ability of any of the Issuers or their Subsidiaries to transfer the property so acquired or leased to either of the Issuers or their Subsidiaries and (vi) any restrictions existing under or contemplated by agreements evidencing any Refinancing Indebtedness, providing that the restrictions contained in the agreements governing such Refinancing Indebtedness are not no more restrictive in whole than those set forth contained in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryagreements governing the Indebtedness being refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise on its Equity InterestsInterests to the Company or any Subsidiary, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or thereof, (ivd) transfer any of its properties or assets to the Company or any Restricted SubsidiarySubsidiary thereof (other than customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company's ability to satisfy its obligations under the Senior Notes), except or (ae) guarantee any Indebtedness of the Company or any Subsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Senior Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to an agreement contemplated by agreements evidencing any Senior Indebtedness, (iii) any restrictions which are in effect existence on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, which exist with respect to a Restricted Subsidiary Person that is not becomes a Subsidiary of the Company on or after the Issue Date, which are in existence at the time such Person becomes a Restricted Subsidiary of the Company (but not created in connection with or contemplation of such Person becoming a Subsidiary of the Company and not incurred in connection with, which encumbrance or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties property or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; (cPerson or the property or assets of such Person so acquired) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same; provided, (b) and (c)however, or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable in the aggregate to the Holders holders of the Securities Senior Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced replaced, (iv) customary non-assignment provisions in any contract or licensing agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary, (v) any restrictions existing under or contemplated by agreements evidencing any Purchase Money Indebtedness that impose restrictions on the ability of any of the Company or its Subsidiaries to transfer the property so acquired to the Company or its Subsidiaries, (vi) any restrictions existing under or contemplated by agreements evidencing any Refinancing Indebtedness, providing that the restrictions contained in the agreements governing such Refinancing Indebtedness are not no more restrictive in whole than those set forth contained in the agreements governing the Indebtedness being refinanced and (vii) the restrictions on Subsidiary dividends and payments described on Schedule 4.14 to this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Equity Interests, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company, (iii) make any Investment in the Company or a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date date of this Indenture and listed on Schedule III hereto or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this the Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (cb), or in this clause (dc), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (ed) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 1013 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall Issuers and the Guarantors, if any, will not, and shall will not permit any of the Restricted their Subsidiaries to, individually or collectively, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company Sun International, SINA or such Guarantor, if any, to (i) pay dividends or make any other distribution distributions to or on its Equity Interestsbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, Sun International, SINA, the Company Guarantors, if any, or a Restricted any Subsidiary of the Company, (iii) make any Investment in the Company or a Restricted Subsidiary of the Company or (iv) transfer any of its properties them, or assets to guaranty the Company or any Restricted SubsidiarySecurities, except (a) restrictions imposed by the Securities or herein, (b) restrictions imposed by applicable law, (c) existing restrictions under the Credit Agreement, (d) restrictions under any encumbrance Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or business acquired by Sun International or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction pursuant to an agreement in effect on or requirement imposed by Indebtedness incurred under paragraph (a) of the Issue Date definition of "Permitted Indebtedness," provided such restriction or contained in any other indenture or instrument governing debt or preferred securities that are requirement is no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary imposed by the Credit Agreement as of the Company on the Issue Date, in existence at the time such Person becomes (f) restrictions with respect solely to a Restricted Subsidiary of Sun International imposed pursuant to a binding agreement that has been entered into for the Company and not incurred in connection with, sale or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to disposition of all or substantially all of the Company or any Restricted Subsidiary or the properties Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Company Equity Interests or any Restricted Subsidiary other than assets of such Subsidiary which is becoming a Restricted Subsidiary; that are being sold, (g) restrictions on transfer contained in FF&E Indebtedness incurred pursuant to paragraph (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; definition of "Permitted Indebtedness," provided that (1) such encumbrances or restrictions are ordinary and customary in light relate only to the transfer of the type property acquired with the proceeds of agreement involved such FF&E Indebtedness, and (2h) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability connection with and pursuant to make principal and interest payments on the SecuritiesPermitted Refinancings, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or replacements of restrictions in the foregoing imposed pursuant to clauses (a), (bc) and (c), or in this clause (d), provided ) of this paragraph that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in this Indenture; and the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ea) customary provisions restricting subletting or assignment of any encumbrance lease, license or restriction created pursuant to an asset sale agreementcontract entered into in the ordinary course of business, stock sale agreement or similar instrument pursuant to which an Asset Sale consistent with industry practice, nor (b) Liens permitted under Section 1012 is the terms of the Indenture shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of transfer such agreement or instrument through a termination date not later than 270 days after such execution and deliveryassets, as the case may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall Alderwoods will not, and shall will not permit any of the its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) other than with respect to non-Wholly Owned Subsidiaries organized under the laws of a province of Canada, pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Alderwoods or any other Restricted Subsidiary, (c) make loans or advances to, or any Investment in, Alderwoods or any other Restricted Subsidiary, (d) other than with respect to DSP General Partner, Inc., a Restricted Texas corporation, Directors Succession Planning, Inc., a California corporation, any Subsidiary of the Companyeither such Person, (iii) make or any Investment in the Company or a Restricted Subsidiary of the Company or (iv) successor thereto, transfer any of its properties or assets to the Company Alderwoods or any other Restricted Subsidiary, or (e) guarantee any Indebtedness of Alderwoods or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or regulations, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of Alderwoods or any Restricted Subsidiary, except (aiii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect Alderwoods' ability to satisfy its obligations under the provisions of this Indenture and the Subordinated Notes, (iv) any encumbrance agreement or restriction pursuant to an agreement in effect on the Issue Date other instrument of a Person acquired by Alderwoods or contained in any other indenture Restricted Subsidiary (or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to any Person, or the Company properties or assets of any Restricted Subsidiary Person, other than the Person, or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; Person, so acquired, (cv) any encumbrance or restriction existing under, by reason of or with respect to provisions contained in any agreement or instrument relating to Indebtedness that prohibit the transfer of all or substantially all of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light assets of the type obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement involved or instrument, and (2vi) such encumbrances shall not affect and restrictions under Indebtedness in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments effect on the SecuritiesMeasurement Date (including under the Exit Facility, as determined in good faith by the Company; (dTwo-Year Notes, the Five-Year Notes and the Seven-Year Notes) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or and restrictions in the foregoing clauses (a), (b) and (c), permitted refinancings or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions replacements thereof which are not materially no less favorable to the Holders holders of the Securities Subordinated Notes than those under or pursuant to the agreement evidencing contained in the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (a) on its Equity InterestsCapital Stock or (b) with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness owed to the Company or a any of its Restricted Subsidiary of the Company, Subsidiaries; (iii) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company or Subsidiaries; or (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiary, Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (a) the agreements evidencing the Senior Indebtedness and any encumbrance amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities refinancings of those agreements; provided that they are no not materially more restrictive than those the similar restrictions contained in those agreements on the date of this Indenture; , (b) this Indenture, the Notes, the Senior Subordinated Notes Indentures, the Senior Subordinated Notes and the Collateral Documents, (c) applicable law, (d) any encumbrance instrument governing Indebtedness or restriction, with respect to Capital Stock of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than the Person, or the property or assets of the Person, so acquired, (e) customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired, (g) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or Refinancing Indebtedness are no more restrictive with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary provisions set forth in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (ai), (bii), (iii) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities iv) above than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenturebeing refinanced; and (eh) any encumbrance agreement for the sale or restriction created pursuant to an asset other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted other disposition; or (i) restrictions on cash or other deposits or net worth imposed by customers or suppliers under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from contracts entered into in the execution and delivery ordinary course of such agreement or instrument through a termination date not later than 270 days after such execution and deliverybusiness.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not and the Subsidiary Guarantors shall not, and none of the Issuers or the Subsidiary Guarantors shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company Subsidiaries to (i) pay dividends or make any other distribution distributions to or on its Equity Interestsbehalf of, (ii) or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Issuers or any Subsidiary, except: (1) restrictions imposed by the Notes or this Indenture; (2) restrictions imposed by applicable law; (3) existing restrictions under Existing Indebtedness owed to the Company or a Restricted Subsidiary as of the CompanyIssue Date, (iii) make and any Investment amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Existing Indebtedness; provided, that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Company Existing Indebtedness on the Issue Date; (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or a Restricted Subsidiary any agreement (including any Equity Interest) relating to any property, asset, or business acquired by an Issuer or any of the Company Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired; (iv5) transfer any of its properties or assets to restrictions imposed by Indebtedness incurred under the Company or any Restricted SubsidiaryCredit Agreement; provided, except (a) any encumbrance or restriction pursuant to an agreement that such restrictions are no more restrictive taken as a whole than those imposed by the Credit Agreement as in effect on the Issue Date Date; (6) restrictions imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold; (7) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7(b)(1); provided, that such restrictions relate only to the transfer of the property purchased, constructed, improved or leased with the proceeds of such Purchase Money Indebtedness; (8) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (1), (3), (4) or (7) or this clause (8) of this paragraph that are not more restrictive taken as a whole than those being replaced and do not apply to any other indenture Person or instrument governing debt or preferred securities that are no more restrictive assets than those that would have been covered by the restrictions in the Indebtedness so refinanced; and (9) restrictions contained in this IndentureIndebtedness incurred by a Foreign Subsidiary in accordance with clause 4.7(b)(5); provided, that such restrictions relate only to one or more Foreign Subsidiaries. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease, license or other contract entered into in the ordinary course of business, shall be permitted with respect to such lease, license or other contract and (b) any encumbrance or restriction, asset subject to a Lien which is not prohibited to exist with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or asset pursuant to the agreement evidencing terms of this Indenture may be subject to customary restrictions on the Indebtedness so extended, renewed, refinanced transfer or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created disposition thereof pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryLien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (i) pay dividends or make other distributions to, or to pay any other distribution on its Equity Interestsobligation to, or to otherwise transfer assets or make or pay loans or advances to, the Company except (a) restrictions imposed by the Bank Credit Facilities, the Notes, the 8% Notes, this Indenture, the 8% Notes Indenture, the Subordinated Credit Facility, the Convertible Junior Subordinated Debentures (or the indenture in respect of the Convertible Junior Subordinated Debentures), the Ground Lease, the General Development Agreement, the Casino Operating Contract, the Completion Loan Agreement, the Indemnity Agreement, the HET Loan Guaranty or the Minimum Payment Guaranty Documents, (iib) pay reasonable and customary provisions restricting subletting or assignment of any Indebtedness owed to agreement entered into in the Company or a Restricted Subsidiary ordinary course of the Companybusiness, consistent with industry practices, (iiic) make restrictions imposed by applicable law or as a result of regulatory action, (d) restrictions under any Investment in the Company Acquired Indebtedness or a Restricted Subsidiary of the Company any agreement relating to any property, asset, or (iv) transfer any of its properties or assets to business acquired by the Company or any Restricted Subsidiaryof its Subsidiaries, except which restrictions existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired or to any property, asset or business other than the property, assets and business so acquired in each case, (ae) any such encumbrance or restriction pursuant to an agreement in effect existence on the Issue Date and any such other encumbrance or contained in any other indenture or instrument governing debt or preferred securities that are restriction no more restrictive than those in existence as of the Issue Date, including, without limitation, those contained in the agreements (as of the Issue Date) referred to in clause (a) of this Indenture; Section 5.12, (bf) any encumbrance or restriction, restrictions with respect solely to a Restricted Subsidiary that is not a Subsidiary of the Company imposed pursuant to a binding agreement (subject only to reasonable and customary closing conditions and termination provisions) which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to the Capital Stock or assets of such Subsidiary to be sold, (g) restrictions on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary transfer of the Company collateral (1) used to secure Indebtedness permitted to be incurred by this Indenture or (2) encumbered by Liens permitted by this Indenture and not (h) restrictions incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to with any asset sale for the Company or any Restricted Subsidiary or the properties or assets benefit of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery purchaser of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryassets.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall For so long as any shares of Convertible Preferred Stock are issued and outstanding, the corporation will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create create, assume, or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted such Subsidiary of the Company to (a) (i) pay dividends or make any other distribution distributions to the corporation or any of its Subsidiaries on its Equity InterestsCapital 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 corporation or a Restricted Subsidiary any of the Companyits Subsidiaries, (iiib) make loans or advances to the corporation or any Investment in the Company or a Restricted Subsidiary of the Company its Subsidiaries or (ivc) transfer any of its properties or assets to the Company corporation or any Restricted Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing Indebtedness, (ii) the Senior Credit Facility, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the corporation or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties of any Person, other than the Person, or the property of the Person, so acquired, provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of these Articles of Incorporation to be Incurred, (v) customary non-assignment provisions in leases, licenses, sales agreements, or other contracts (but excluding contracts related to the extension of credit) entered into in the ordinary course of business and consistent with past practices, (vi) restrictions imposed pursuant to an a binding agreement in effect for the sale or disposition of all or substantially all of the Equity Interests or assets of any Subsidiary of the corporation, provided such restrictions apply solely to the Equity Interests or assets being sold, (vii) restrictions imposed by Permitted Liens on the Issue Date transfer of the assets that are subject to such Liens, (viii) Permitted Refinancing Indebtedness Incurred to refinance Existing Indebtedness or Indebtedness of the type described in clause (iv) above, provided that the restrictions contained in any other indenture or instrument the agreements governing debt or preferred securities that such Permitted Refinancing Indebtedness are no more restrictive restrictive, as a whole, than those contained in this Indenture; the agreements governing the Indebtedness being refinanced, (bix) any encumbrance or restrictionthe terms of Purchase Money Indebtedness, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable but only to the Company extent such Purchase Money Indebtedness encumbers or any Restricted Subsidiary or restricts the properties or assets of the Company or any Restricted Subsidiary other than property acquired with such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved Purchase Money Indebtedness and (2x) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliverySubordinated Notes.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (a) on its Equity InterestsCapital Stock or (b) with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness owed to the Company or a any of its Restricted Subsidiary of the Company, Subsidiaries; (iii) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company or Subsidiaries; or (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiary, Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (a) the agreements evidencing the Senior Indebtedness and any encumbrance amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities refinancings of those agreements; provided that they are no not more restrictive than those the similar restrictions contained in those agreements on the date of this Indenture; , (b) this Indenture and the Notes, (c) applicable law, (d) any encumbrance instrument governing Indebtedness or restriction, with respect to Capital Stock of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance the Person, or restriction existing under, by reason of the property or with respect to any agreement assets of the Company or any Restricted Subsidiary; provided Person, so acquired, (e) customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that (1) such encumbrances or impose restrictions are ordinary and customary in light of the type of agreement involved and nature described in clause (2iv) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments above on the Securities, as determined in good faith by the Companyproperty so acquired; or (dg) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d)Refinancing Indebtedness, provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are not materially less favorable no more restrictive with respect to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those provisions set forth in this Indenture; clauses (i), (ii), (iii) and (eiv) above than those contained in the agreements governing the Indebtedness being refinanced, (h) any encumbrance agreement for the sale or restriction created pursuant to an asset other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted other disposition or (i) restrictions on cash or other deposits or net worth imposed by customers or suppliers under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from contracts entered into in the execution and delivery ordinary course of such agreement or instrument through a termination date not later than 270 days after such execution and deliverybusiness.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted Subsidiaries toSubsidiary, directly or indirectly, create to create, enter into any agreement with any Person or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on of any kind which by its terms restricts the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on its Equity InterestsCapital Stock to the Company or any Subsidiary, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or (ivd) transfer any of its properties Property or assets to the Company or any Restricted Subsidiary, Subsidiary except (a) any encumbrance or restriction contained in any agreement or instrument: (i) existing on the Issue Date; (ii) relating to any Property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the Property or assets so acquired and is not and was not created in anticipation of such acquisition; (iii) relating to any Acquired Indebtedness of any Subsidiary at the date on which such Subsidiary was acquired by the Company or any Subsidiary (other than Indebtedness incurred in anticipation of such acquisition); (iv) effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in effect on the Issue Date or foregoing clauses (i) through (iii), so long as the encumbrances and restrictions contained in any other indenture or instrument governing debt or preferred securities that such refinancing agreement are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company contained in such agreements; (v) constituting customary provisions restricting subletting or assignment of any Restricted Subsidiary or the properties or assets lease of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary provisions in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the license agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from agreements that restrict the execution and delivery assignment of such agreement or instrument through any rights thereunder; (vi) constituting restrictions on the sale or other disposition of any Property securing Indebtedness as a termination date not later than 270 days after result of a Permitted Lien on such execution Property; or (vii) constituting any temporary encumbrance or restriction with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property and deliveryassets of, such Subsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Partnership shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or a any other Restricted Subsidiary of the CompanySubsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or a any other Restricted Subsidiary of the Company or Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other Restricted SubsidiarySubsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for such encumbrances or restrictions existing under or by reason of (ai) applicable law, (ii) any encumbrance agreement in effect at or restriction pursuant entered into on the Issue Date of a particular series of Securities or any agreement relating to an agreement any Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the Credit Agreements as in effect on the Issue Date of the series of Securities, (iii) customary non-assignment provisions of any contract or contained any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, (iv) purchase money obligations for property acquired in any other indenture or instrument governing debt or preferred securities the ordinary course of business that are no more restrictive than those contained impose restrictions of the nature described in this Indenture; clause (bd) above on the property so acquired, (v) any encumbrance agreement or restriction, with respect to other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance the Person, or restriction existing underthe properties, by reason of assets or with respect to any agreement Subsidiaries of the Company Person, so acquired, or any Restricted Subsidiary; provided that (1vi) such encumbrances provisions contained in agreements or restrictions are ordinary and customary in light instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders assets of the Securities than those obligor thereunder unless the transferee shall assume the obligations of the obligor under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryinstrument.

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

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall Alderwoods will not, and shall will not permit any of the its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) other than with respect to non-Wholly Owned Subsidiaries organized under the laws of a province of Canada, pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Alderwoods or any other Restricted Subsidiary, (c) make loans or advances to, or any Investment in, Alderwoods or any other Restricted Subsidiary, (d) other than with respect to DSP General Partner, Inc., a Restricted Texas corporation, Directors Succession Planning, Inc., a California corporation, any Subsidiary of the Companyeither such Person, (iii) make or any Investment in the Company or a Restricted Subsidiary of the Company or (iv) successor thereto, transfer any of its properties or assets to the Company Alderwoods or any other Restricted Subsidiary, or (e) guarantee any Indebtedness of Alderwoods or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or regulations, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of Alderwoods or any Restricted Subsidiary, except (aiii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect Alderwoods' ability to satisfy its obligations under the provisions of this Indenture and the Five-Year Notes, (iv) any encumbrance agreement or restriction pursuant to an agreement in effect on the Issue Date other instrument of a Person acquired by Alderwoods or contained in any other indenture Restricted Subsidiary (or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to any Person, or the Company properties or assets of any Restricted Subsidiary Person, other than the Person, or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; Person, so acquired, (cv) any encumbrance or restriction existing under, by reason of or with respect to provisions contained in any agreement or instrument relating to Indebtedness that prohibit the transfer of all or substantially all of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light assets of the type obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement involved or instrument, or (vi) encumbrances and (2) such encumbrances shall not affect restrictions under Indebtedness in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments effect on the SecuritiesMeasurement Date (including under the Exit Facility, as determined in good faith by the Company; (dTwo-Year Notes, the Seven-Year Notes and the Unsecured Convertible Subordinated Notes) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the and encumbrances or and restrictions in the foregoing clauses (a), (b) and (c), permitted refinancings or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions replacements thereof which are not materially no less favorable to the Holders holders of the Securities Five-Year Notes than those under or pursuant to the agreement evidencing contained in the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Parent shall not, and shall not permit any of the Restricted their respective Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company their respective Subsidiaries to (i) pay dividends or make any other distribution distributions to or on its Equity Interestsbehalf of, (ii) or to pay any Indebtedness owed obligation to the Company or a Restricted Subsidiary of the Companyon behalf of, (iii) or otherwise to transfer assets or property to or on behalf of, or make any Investment in the Company or a Restricted Subsidiary pay loans or advances to or on behalf of the Company or (iv) transfer the Parent or any of its properties their respective Subsidiaries, except: (1) restrictions imposed by the Notes or assets this Indenture or by other Indebtedness ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictions are not more restrictive, taken as a whole, than those imposed by this Indenture and the Notes; (2) restrictions imposed by applicable law; (3) existing restrictions under Existing Indebtedness; (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or the Parent or any Restricted Subsidiaryof their respective Subsidiaries, except which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired; (a5) any encumbrance or restriction restrictions imposed by Indebtedness incurred under the Credit Agreement permitted to be incurred pursuant to an agreement in effect on the Issue Date Section 4.7; provided, that such restrictions or contained in any other indenture or instrument governing debt or preferred securities that requirement are no more restrictive in any material respect than those contained in this Indenture; that imposed by the Credit Agreement as of the Issue Date, (b6) any encumbrance or restriction, restrictions with respect solely to a Restricted any Subsidiary that is not a Subsidiary of either or both of the Company on or the Issue Date, in existence at Parent imposed pursuant to a binding agreement which has been entered into for the time such Person becomes a Restricted Subsidiary sale or disposition of all of the Company and not incurred in connection with, Equity Interests or in contemplation of, assets of such Person becoming a Restricted Subsidiary, ; provided, that such encumbrances and restrictions are not applicable apply solely to the Company or any Restricted Subsidiary or the properties Equity Interests or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; are being sold; (c7) any encumbrance or restriction existing underin connection with and pursuant to permitted Refinancings, by reason replacements of or with respect restrictions imposed pursuant to any agreement of the Company or any Restricted Subsidiary; provided that clauses (1), (3) such encumbrances or restrictions (4) or this clause (7) of this Section 4.10 that are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect more restrictive in any material respect the Company’s than those being replaced and do not apply to any other Person or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith assets than those that would have been covered by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses Indebtedness so refinanced; (a), (b) and (c), 8) customary provisions restricting subletting or in this clause (d), provided that the terms and conditions assignment of any lease entered into in the ordinary course of business, consistent with industry practice; (9) any asset subject to a Lien which is not prohibited to exist with respect to such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or asset pursuant to the agreement evidencing terms of this Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien; and (10) restrictions imposed by Indebtedness so extended, renewed, refinanced or replaced incurred under clause (a)(2) of Section 4.7 hereof (whether such restrictions are contained in the terms of such Indebtedness or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is required by the terms of agreements governing such Indebtedness to be consummated, so long as contained in the organizational documents governing the Subsidiary which incurred such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryIndebtedness).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to to: (i1) pay dividends or make any other distribution distributions on its Equity InterestsCapital Stock to the Company or any of its Restricted Subsidiaries, (ii) or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or a any of its Restricted Subsidiary of the Company, Subsidiaries; (iii2) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company Subsidiaries; or (3) sell, lease or (iv) transfer any of its properties or assets to the Company or any of its Restricted SubsidiarySubsidiaries. However, except the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) any encumbrance contractual encumbrances or restriction restrictions in effect (x) pursuant to an agreement a Credit Facility or related documents as in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (by) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, including, without limitation, pursuant to Indebtedness in existence at on the time such Person becomes a Restricted Subsidiary Issue Date; (2) this Indenture, the Notes and Guarantees (including any Exchange Notes with respect to the Notes and related Guarantees issued in exchange therefor pursuant to the Registration Rights Agreement), the Guitar Center Notes Indenture, the Guitar Center Notes and related Guarantees (including any exchange notes with respect to the Guitar Center Notes and related Guarantees issued in exchange therefor pursuant to the Guitar Center Registration Rights Agreement); (3) purchase money obligations or other obligations described in clause (4) of the Company and not incurred second paragraph of Section 4.9 that, in connection witheach case, impose restrictions of the nature discussed in clause (3) above in the first paragraph of this covenant on the property so acquired; (4) applicable law or in contemplation ofany applicable rule, such regulation or order; (5) any agreement or other instrument of a Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than such Subsidiary which is becoming a Restricted Subsidiary; the Person, or the property or assets of the Person, so acquired; (c6) any encumbrance or restriction existing undercontracts for the sale of assets, by reason of or including without limitation, customary restrictions with respect to any a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary (other than Guitar Center); (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.9 and 4.12 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; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (10) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements; (11) other Indebtedness or Preferred Stock of the Company or any Restricted SubsidiaryGuarantor, in each case, that is incurred subsequent to the Issue Date pursuant to Section 4.9; provided provided, that (1) in the good faith judgment of the Board of Directors of the Company, such encumbrances or restrictions contained in such Indebtedness (A) are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect more restrictive in any material respect than the Company’s encumbrances and restrictions set forth herein with respect to the Company or any such Guarantor’s ability , as applicable, and (B) do not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient to make principal and interest scheduled cash payments on the Securities, as determined in good faith by the CompanyNotes when due; and (d12) any encumbrance encumbrances or restriction existing under restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any agreement 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 that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the foregoing clauses (a)good faith judgment of the Board of Directors of the Company, (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth encumbrances and restrictions contained in this Indenture; such predecessor agreements and (e) any encumbrance or restriction created pursuant do not affect the Company’s and Guarantors’ ability, taken as a whole, to an asset sale agreementmake payments of interest and scheduled payments of principal in respect of the Notes, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long in each case as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliverywhen due.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Equity InterestsCapital Stock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or a any other Restricted Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or a any other Restricted Subsidiary of the Company Company, or (iviii) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except (a) any encumbrance for such encumbrances or restriction pursuant to an agreement in effect restrictions existing on the Issue Date or contained in otherwise existing under or by reason of (a) the Senior Credit Facilities, and any other indenture amendments, restatements, renewals, replacements or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; refinancings thereof, (b) applicable law, (c) any encumbrance instrument governing Indebtedness or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary Capital Stock of the Company on the Issue Date, in existence at the time such an Acquired 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 acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than such Subsidiary which is becoming a Restricted Subsidiary; the Acquired Person, (cd) any encumbrance customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practice, (e) purchase money Indebtedness or restriction existing underCapital Lease Obligations that only impose restrictions on the property so acquired (and proceeds generated therefrom), by reason of (f) an agreement for the sale or with respect to any agreement disposition of the Company Capital Stock or any assets of such Restricted Subsidiary; provided that (1) such encumbrances restriction is only applicable to such Restricted Subsidiary or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securitiesassets, as determined in good faith by the Company; (d) any encumbrance applicable, and such sale or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale disposition otherwise is permitted under Section 1012 is to be consummated4.14; and provided, so long as further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 365 days after such execution and delivery, (g) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.07) that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (k) any encumbrance or restriction arising pursuant to an agreement or instrument (which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole (i) are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Credit Facilities existing on the Issue Date, together with the security documents associated therewith as in effect on the Issue Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (b) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument, (l) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09, (m) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (n) Refinancing Indebtedness permitted under this Indenture; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted Subsidiaries Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Material Subsidiary of the Company to (ia) pay dividends or make any other distribution on its Equity InterestsCapital Stock, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or (ivd) transfer any of its properties property or assets to the Company or any Restricted Subsidiary, except (ai) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Datedate hereof, in existence at the time such Person becomes a Restricted Subsidiary of the Company and or created on the date it becomes a Subsidiary so long as such encumbrance or restriction was not incurred in connection with, or created in contemplation of, of such Person becoming a 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; (cii) any encumbrance or restriction existing under, by reason of or with respect to any agreement a Subsidiary that had no assets immediately prior to the time the encumbrance or restriction was created and which encumbrance or restriction was created in connection with such Subsidiary’s acquisition of assets and the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Companyfinancing thereof; (diii) any encumbrance or restriction existing arising under or by reason of applicable law; (iv) any restriction on the ability of a Subsidiary to transfer an asset or property to the extent such restriction arises pursuant to a security interest or mortgage entered into in connection with the financing of the acquisition of such asset or property; and (v) any encumbrance or restriction pursuant to any agreement that extends, renewsrefinances, refinances renews or replaces any agreement containing any of the agreements containing the encumbrances or restrictions described in the foregoing clauses (ai), (bii) and (c), or in this clause (div), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities Senior Notes than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewedrefinanced, refinanced renewed or replaced replaced. The Incurrence of Indebtedness shall not be considered the creation, existence or are not more restrictive than those set forth in this Indenture; and (e) any effectiveness of a consensual encumbrance or restriction created pursuant merely because the obligation to an asset sale agreement, stock sale agreement or similar instrument pursuant repay such Indebtedness may limit such Subsidiary’s cash flow available to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from make any of the execution and delivery of such agreement or instrument payments described in clauses (a) through a termination date not later than 270 days after such execution and delivery(d) above.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Mediacom Broadband LLC shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to to: (ia) pay dividends or make any other distribution distributions to Mediacom Broadband LLC or any other Restricted Subsidiary on its Equity Interests, ; (iib) pay any Indebtedness owed to the Company Mediacom Broadband LLC or a any other Restricted Subsidiary of the Company, Subsidiary; (iiic) make loans or advances, or guarantee any Investment in the Company such loans or a advances, to Mediacom Broadband LLC or any other Restricted Subsidiary of the Company or Subsidiary; (ivd) transfer any of its properties or assets to Mediacom Broadband LLC or any other Restricted Subsidiary; (e) grant Liens on the Company assets of Mediacom Broadband LLC or any Restricted Subsidiary, except Subsidiary in favor of the Holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) any encumbrance through (f) above is referred to herein as a “Specified Action”), except for (i) such encumbrances or restriction pursuant to an agreement in effect on the Issue Date restrictions existing under or contained in by reason of: (i) Acquired Indebtedness or any other indenture agreement or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) of any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence existing at the time such Person becomes became a Restricted Subsidiary Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances Subsidiary and restrictions are not applicable to the Company Mediacom Broadband LLC or any other Restricted Subsidiary or the properties or assets Subsidiary, (ii) refinancing Indebtedness permitted by clause (g) of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiarysecond paragraph under Section 1008; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities more restrictive, taken as a whole, than those under or pursuant to the agreement evidencing the Indebtedness so being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom Broadband LLC or any Restricted Subsidiary, (iv) this Indenture or any other indenture governing debt securities that are not materially more restrictive, taken as a whole, than those contained in this Indenture, (v) the Subsidiary Credit Facility and the Future Subsidiary Credit Facilities; provided that, in the case of any Future Subsidiary Credit Facility, Mediacom Broadband LLC shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facility on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility (“Comparable Restriction Provisions”); and provided, further, that if Mediacom Broadband LLC shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom Broadband LLC and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010, (vi) existing agreements as in effect on the date of this Indenture and as amended, modified, extended, renewed, refinanced refunded, refinanced, restated or replaced from time to time, provided that any such agreement as so amended, modified, extended, renewed, refunded, refinanced, restated or are replaced is not materially more restrictive restrictive, taken as a whole, as to the Specified Actions than those set forth such agreement as in effect on the date of this Indenture; and (evii) applicable law; (viii) Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case that impose restrictions on the property purchased or leased of the nature described in clause (d) above; (ix) any encumbrance agreement for the sale or restriction created pursuant other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (x) Liens securing Indebtedness otherwise permitted to an be incurred under the provisions of Section 1011 that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreementagreements, stock sale agreements and other similar agreements entered into (I) in the ordinary course of business or (II) with the approval of the Executive Committee of Mediacom Broadband LLC, which limitations are applicable only to the assets or property that are the subject of such agreements; (xii) any agreement or similar instrument pursuant relating to which an Asset Sale permitted under Section 1012 is to be consummatedany property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or encumbrance shall be effective only for a period from the execution assets so acquired and delivery was not created in anticipation of such agreement or instrument through a termination date not later than 270 days after such execution acquisition; and delivery(xiii) Hedging Agreements permitted from time to time under this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (i) pay a)pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary on its Equity InterestsCapital Stock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or a any other Restricted Subsidiary of the CompanySubsidiary, (iii) make any Investment in b)make loans or advances to the Company or a any other Restricted Subsidiary of the Company Subsidiary, or (iv) transfer c)transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions consisting of or existing under or by reason of (ai) the Credit Facility or any encumbrance other agreement or restriction pursuant to an agreement instrument as in effect on the Issue Date Date, and any amendments, restatements, renewals, replacements or contained in any other indenture refinancings thereof; PROVIDED, HOWEVER, that such amendments, restatements, renewals, replacements or instrument governing debt or preferred securities that refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility or such other agreement or instrument (or, if more restrictive, than those contained in this Indenture; ) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (bii) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary requirement 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 any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses, (iii)any agreement or instrument of a Person, or governing Indebtedness or Capital Stock of a Person, acquired by or merged or consolidated with or into the properties Company or any Restricted Subsidiary, or assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition, merger or consolidation); PROVIDED that for purposes of this clause (iii), if another Person is the Surviving Person, any Subsidiary or agreement thereof shall be deemed acquired or assumed, as the case may be, by the Company when such Person becomes the Surviving Person, (iv) any provision that restricts in a 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, (v) 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, (vi) mortgages, pledges or other than such Subsidiary which is becoming security agreements securing Indebtedness of a Restricted Subsidiary; (c) any Subsidiary to the extent such encumbrance or restriction existing underrestrictions restrict the transfer of the property subject to such mortgages, by reason pledges or other security agreements, (vii) customary provisions restricting dispositions of or with respect to real property interests set forth in any agreement reciprocal easement agreements of the Company or any Restricted Subsidiary; provided that , (1viii) such encumbrances or restrictions are arising or agreed to in the ordinary course of business and customary that do not, individually or in light the aggregate, detract from the value of property or assets of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s Company or any Guarantor’s ability to make principal and interest payments on the SecuritiesRestricted Subsidiary, as determined in good faith by the Company; (dix) any encumbrance agreement or restriction existing under instrument relating to any agreement that extendsIndebtedness incurred by a Foreign Subsidiary pursuant to Section 10.11(a), renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (aii), (biii), (vii), (x)(A) and (cx)(B) of Section 10.11(b), (x) subordination provisions applicable to any note representing an obligation of the Company or any Restricted Subsidiary owing to any Restricted Subsidiary, (xi) Purchase Money Obligations for property acquired in this clause the ordinary course of business that only impose restrictions on the property so acquired, (d)xii) an agreement relating to Indebtedness of or a Financing Disposition to or by any Receivables Entity, provided that (xiii)an agreement for the terms and conditions sale or disposition of the Capital Stock or assets of any Restricted Subsidiary; PROVIDED, HOWEVER, that such encumbrances restriction is only applicable to such Restricted Subsidiary or restrictions are not materially less favorable to the Holders of the Securities than those assets, as applicable, and such sale or disposition otherwise is permitted under Section 10.14, or pursuant to the agreement evidencing the (xiv)Refinancing Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in permitted under this Indenture; and PROVIDED, HOWEVER, that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing. Nothing contained in this Section 10.17 shall prevent the Company or any Restricted Subsidiary from (e) 1)creating, incurring, assuming or suffering to exist any encumbrance Liens otherwise permitted in Section 10.16 or restriction created pursuant to an asset (2)restricting the sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction other disposition of property or encumbrance shall be effective only for a period from assets of the execution and delivery Company or any of such agreement its Restricted Subsidiaries that secure Indebtedness of the Company or instrument through a termination date not later than 270 days after such execution and delivery.any of its Restricted Subsidiaries. 147

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall Alderwoods will not, and shall will not permit any of the its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) other than with respect to non-Wholly Owned Subsidiaries organized under the laws of a province of Canada, pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Alderwoods or any other Restricted Subsidiary, (c) make loans or advances to, or any Investment in, Alderwoods or any other Restricted Subsidiary, (d) other than with respect to DSP General Partner, Inc., a Restricted Texas corporation, Directors Succession Planning, Inc., a California corporation, any Subsidiary of the Companyeither such Person, (iii) make or any Investment in the Company or a Restricted Subsidiary of the Company or (iv) successor thereto, transfer any of its properties or assets to the Company Alderwoods or any other Restricted Subsidiary, or (e) guarantee any Indebtedness of Alderwoods or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or regulations, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of Alderwoods or any Restricted Subsidiary, except (aiii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect Alderwoods' ability to satisfy its obligations under the provisions of this Indenture and the Seven-Year Notes, (iv) any encumbrance agreement or restriction pursuant to an agreement in effect on the Issue Date other instrument of a Person acquired by Alderwoods or contained in any other indenture Restricted Subsidiary (or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to any Person, or the Company properties or assets of any Restricted Subsidiary Person, other than the Person, or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; Person, so acquired, (cv) any encumbrance or restriction existing under, by reason of or with respect to provisions contained in any agreement or instrument relating to Indebtedness that prohibit the transfer of all or substantially all of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light assets of the type obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement involved or instrument, or (vi) encumbrances and (2) such encumbrances shall not affect restrictions under Indebtedness in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments effect on the SecuritiesMeasurement Date (including under the Exit Facility, as determined in good faith by the Company; (dTwo-Year Notes, the Five-Year Notes and the Unsecured Convertible Subordinated Notes) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the and encumbrances or and restrictions in the foregoing clauses (a), (b) and (c), permitted refinancings or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions replacements thereof which are not materially no less favorable to the Holders holders of the Securities Seven-Year Notes than those under or pursuant to the agreement evidencing contained in the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of the Restricted their Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Equity Interestsbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or a Restricted any Subsidiary of the Company, except (iiia) make restrictions imposed by the Notes or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, (d) restrictions under any Investment Acquired Indebtedness not incurred in the Company violation of this Indenture or a Restricted Subsidiary of the Company any agreement relating to any property, asset, or (iv) transfer any of its properties or assets to business acquired by the Company or any Restricted Subsidiaryof its Subsidiaries, except which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (ae) any encumbrance such restriction or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; requirement imposed by Bank Indebtedness, (bf) any encumbrance or restriction, restrictions with respect solely to a Restricted Subsidiary that is not a Subsidiary of the Company on imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary sale or disposition of all or substantially all 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 Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to the Company Capital Stock or any Restricted Subsidiary other than assets of such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing underare being sold, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2g) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability connection with and pursuant to make principal and interest payments on the Securitiespermitted refinancings, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or replacements of restrictions in the foregoing imposed pursuant to clauses (a), (bc) and (c), or in this clause (d), provided ) of this Section 4.10 that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in this Indenture; and the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ea) customary provisions restricting subletting or assignment of any encumbrance or restriction created pursuant to an asset sale agreementlease entered into in the ordinary course of business, stock sale agreement or similar instrument pursuant to which an Asset Sale consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Indebtedness incurred in accordance with the terms of Section 1012 is 4.09 hereof shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of transfer such agreement or instrument through a termination date not later than 270 days after such execution and deliveryassets, as the case may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Partnership shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or a any other Restricted Subsidiary of the CompanySubsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or a any other Restricted Subsidiary of the Company or Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other Restricted SubsidiarySubsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for such encumbrances or restrictions existing under or by reason of (ai) applicable law, (ii) any encumbrance agreement in effect at or restriction pursuant entered into on the Issue Date of a particular series of Securities or any agreement relating to an agreement any Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the Credit Agreement as in effect on the Issue Date of the series of Securities, (iii) customary non-assignment provisions of any contract or contained any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, (iv) purchase money obligations for property acquired in any other indenture or instrument governing debt or preferred securities the ordinary course of business that are no more restrictive than those contained impose restrictions of the nature described in this Indenture; clause (bd) above on the property so acquired, (v) any encumbrance agreement or restriction, with respect to other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance the Person, or restriction existing underthe properties, by reason of assets or with respect to any agreement Subsidiaries of the Company Person, so acquired, or any Restricted Subsidiary; provided that (1vi) such encumbrances provisions contained in agreements or restrictions are ordinary and customary in light instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders assets of the Securities than those obligor thereunder unless the transferee shall assume the obligations of the obligor under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall Alderwoods will not, and shall will not permit any of the its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) other than with respect to non-Wholly Owned Subsidiaries organized under the laws of a province of Canada, pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Alderwoods or any other Restricted Subsidiary, (c) make loans or advances to, or any Investment in, Alderwoods or any other Restricted Subsidiary, (d) other than with respect to DSP General Partner, Inc., a Restricted Texas corporation, Directors Succession Planning, Inc., a California corporation, any Subsidiary of the Companyeither such Person, (iii) make or any Investment in the Company or a Restricted Subsidiary of the Company or (iv) successor thereto, transfer any of its properties or assets to the Company Alderwoods or any other Restricted Subsidiary, or (e) guarantee any Indebtedness of Alderwoods or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or regulations, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of Alderwoods or any Restricted Subsidiary, except (aiii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect Alderwoods' ability to satisfy its obligations under the provisions of this Indenture and the Two-Year Notes, (iv) any encumbrance agreement or restriction pursuant to an agreement in effect on the Issue Date other instrument of a Person acquired by Alderwoods or contained in any other indenture Restricted Subsidiary (or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to any Person, or the Company properties or assets of any Restricted Subsidiary Person, other than the Person, or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; Person, so acquired, (cv) any encumbrance or restriction existing under, by reason of or with respect to provisions contained in any agreement or instrument relating to Indebtedness that prohibit the transfer of all or substantially all of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light assets of the type obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement involved or instrument, and (2vi) such encumbrances shall not affect and restrictions under Indebtedness in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments effect on the SecuritiesMeasurement Date (including under the Exit Facility, as determined in good faith by the Company; (dSeven-Year Notes, the Five-Year Notes and the Unsecured Convertible Subordinated Notes) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or and restrictions in the foregoing clauses (a), (b) and (c), permitted refinancings or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions replacements thereof which are not materially no less favorable to the Holders holders of the Securities Two-Year Notes than those under or pursuant to the agreement evidencing contained in the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create create, assume or otherwise cause or suffer to exist or become effective effective, or permit any encumbrance of its Subsidiaries to, directly or indirectly create, assume or otherwise cause or suffer to exist or become effective, any contractual restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on its Equity InterestsCapital Stock, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company, (iiib) make any Investment in the Company loans or a Restricted advances to, or pay any Debt owed to, such Borrower or any other Subsidiary of the Company or (ivc) transfer any of its properties or assets to the Company such Borrower or to any Restricted Subsidiaryother Subsidiary except for, except in each case described in clauses (a), (b) any encumbrance or restriction pursuant to an agreement (c), (i) restrictions existing under or contemplated by agreements as in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; Closing Date, (bii) any encumbrance or restriction, restrictions with respect to a Restricted Subsidiary Person that is was not a Subsidiary of the Company on the Issue Closing Date, in existence at the time such Person becomes became a Restricted Subsidiary (but not created in anticipation or contemplation of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary), provided(iii) restrictions existing under or by reason of applicable law, that such encumbrances (iv) restrictions existing under or by reason of customary non-assignment provisions of agreements entered into in the ordinary course of business and consistent with past practices, (v) restrictions are not applicable to existing by reason of any Lien permitted under Section 5.02(a), (vi) restrictions existing under any agreement for the Company or any Restricted Subsidiary or the properties sale of property or assets of the Company such Borrower or any Restricted Subsidiary other than (including the Capital Stock of any Person) provided that such sale is not of a magnitude that would otherwise trigger a mandatory prepayment under Section 2.05(b)(ii)(A), (vii) customary restrictions existing under an agreement entered into by such Borrower or a Subsidiary which is becoming with a Restricted Subsidiary; governmental agency or authority as a condition to the receipt of a business development and/or investment grant, (cviii) restrictions existing by virtue of any encumbrance transfer of, agreement to transfer, option or restriction existing under, by reason of or right with respect to any agreement property or assets of the Company such Borrower or any Restricted Subsidiary; provided Subsidiary that restrict in a customary manner, consistent with past practice, the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (1ix) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extendsrefinances, renewsreplaces, refinances renews or replaces the agreements extends an agreement containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this a restriction permitted by clause (d)i) or (ii) above, provided that the Board of Directors of such Borrower determines in good faith that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities Lenders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness indebtedness refinanced, and (x) all other restrictions so extendedlong as, renewedat the time such restriction is created or assumed and at the end of each subsequent fiscal quarter, refinanced (A) the Consolidated net income attributable to such Borrower and all of its Subsidiaries (other than Subsidiaries having restrictions of the types referred to in clauses (i), (ii) and (ix) above or replaced or are not more restrictive than those set forth in this Indenture; clause (x)) since the beginning of the Fiscal Year during which said calculation is made is at least 70% of Consolidated net income attributable to such Borrower and all of its Subsidiaries since the beginning of such Fiscal Year, or (B) the portion of Consolidated net income attributable to such Borrower and all of its Subsidiaries (other than Subsidiaries having restrictions of the types referred to in clauses (i), (ii) and (eix) above or in this clause (x)) during the four fiscal quarters immediately preceding (if such calculation is required to be made as of a date during a fiscal quarter) or ending on (if such calculation is required to be made as of the end of a fiscal quarter) the date for which said calculation is required to be made is equal to at least 30% of the aggregate principal amount of Consolidated Debt of such Borrower which bears interest at either an expressed or implied rate as of the end of the relevant four-quarter period. Notwithstanding the foregoing, a contractual restriction of the type referred to in clauses (i), (ii), (ix) or (x) above binding on any encumbrance or Subsidiary shall not be deemed to exist during any relevant period, if, at the end of such period, such restriction created is not actually in effect and restricting the activities of such Subsidiary pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryits terms.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall Borrower will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends or make any other distribution on its Equity InterestsCapital Stock to the Borrower or any other Subsidiary, (iib) pay any Indebtedness owed to the Company Borrower or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in the Company or a Restricted Subsidiary of the Company Borrower or (ivd) transfer any of its properties or assets to the Company Borrower or any Restricted Subsidiary, except (ai) any encumbrance or restriction pursuant to an the Senior Note Indenture, the Subordinated Note Indenture or the Credit Agreement as in effect on the date of this Agreement or any other agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in date of this Indenture; Agreement, (bii) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company Borrower on the Issue Datedate of this Agreement, in existence at the time such Person becomes a Restricted Subsidiary of the Company Borrower 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 (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company Borrower 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; , (civ) any encumbrance or restriction existing under, by reason of or with respect contained in a working capital facility permitted to any agreement be incurred pursuant to paragraph (xi) of the Company or any Restricted Subsidiary; provided that definition of "Permitted (1TERM LOAN AGREEMENT) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved Indebtedness" and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (dv) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (bi) and (cii), or in this clause (d), provided PROVIDED that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders holders of the Securities Notes than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any Subsidiary Guarantor on its Equity InterestsCapital Stock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or a Restricted any Subsidiary of the CompanyGuarantor, (iiiii) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company Guarantor, or (iviii) transfer any of its properties or assets to the Company or any Subsidiary Guarantor, except for such encumbrances or restrictions existing on the Escrow Release Date (including, for the avoidance of doubt, this Indenture, the Notes, the Subsidiary Guarantees and the Secured Indenture, the Secured Notes and the guarantees thereof and the security documents related thereto) or otherwise existing under or by reason of (a) the Senior Credit Facilities and the Existing Notes, and any amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, except as applicable, and such sale or disposition otherwise is permitted under Section 4.14, (ag) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements, including with respect to intellectual property, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to an agreement in effect Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Escrow Release Date pursuant to Section 4.07 that impose restrictions solely on the Issue Date Foreign Subsidiaries party thereto or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; their Subsidiaries, (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (ck) any encumbrance or restriction existing underarising pursuant to an agreement or instrument, by reason of or with respect which, if it relates to any agreement of Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the Company or any Restricted Subsidiary; provided that (1) such encumbrances or and restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect contained in any material respect the Company’s such agreement or any Guarantor’s ability to make principal and interest payments on the Securities, instrument taken as determined in good faith by the Company; a whole (di) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Secured Credit Agreement, existing on the Escrow Release Date, together with the security documents associated therewith as in effect on the Escrow Release Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Securities than those under Company’s ability to make principal or pursuant interest payments on the Notes or (b) such encumbrance or restriction applies only during the continuance of a default relating to the such agreement evidencing the Indebtedness so extendedor instrument, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (el) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale existing by reason of any lien permitted under Section 1012 is 4.09, (m) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Company, are necessary or advisable to be consummated, so long as effect such restriction Securitization Facility or encumbrance shall be effective only for a period from Receivables Facility; and (n) Refinancing Indebtedness permitted under this Indenture; provided that the execution and delivery of restrictions contained in the agreements governing such agreement or instrument through a termination date Refinancing Indebtedness are not later materially more restrictive in the aggregate than 270 days after those contained in the agreements governing the Indebtedness being refinanced immediately prior to such execution and deliveryrefinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends or make any other distribution on its Equity Interests, (iib) pay any Indebtedness owed to the Company Issuer or a Restricted Subsidiary of the CompanySubsidiary, (iiic) make any Investment in the Company Issuer or a Restricted Subsidiary of the Company or (ivd) transfer any of its properties or assets to the Company Issuer or any Restricted Subsidiary. Notwithstanding the foregoing, except this provision shall not apply to: (i) (a) contractual encumbrances or restrictions in effect or entered into or existing on the Effective Date, including pursuant to the Credit Agreement and the Existing Notes, (b) any encumbrance or restriction pursuant contained in this Indenture, the Notes, any Additional Notes permitted to an agreement be incurred under this Indenture and in effect on the Issue Date each case any exchange notes and guarantees thereof; or (c) any encumbrance or restriction contained in any other indenture Indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; ; (bii) any encumbrance or restriction, restriction with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Effective 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, provided that such encumbrances and restrictions are not applicable to the Company Issuer or any Restricted Subsidiary or the properties or assets of the Company Issuer or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; ; (ciii) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company Issuer or any Restricted Subsidiary; provided that (1a) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2b) such encumbrances shall will not affect in any material respect the CompanyIssuer’s or any Guarantor’s ability to make principal and interest payments on the SecuritiesNotes, as determined in good faith by the Company; Issuer; (div) any encumbrance or restriction existing under applicable law, rule or regulation; (v) any agreement that extends, renews, refinances encumbrance or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions restriction pursuant to customary non-assignment provisions of any lease governing a leasehold interest of the Issuer or any Restricted Subsidiary; (vi) restrictions on the transfer of the assets subject to any Lien imposed by the holder of such encumbrances Lien; (vii) any encumbrance or restrictions are not materially less favorable restriction pursuant to a licensing agreement to the Holders extent such restrictions or encumbrances limit the transfer of property subject to such licensing agreement; (viii) any encumbrance or restriction pursuant to or under any other Indebtedness of Restricted Subsidiaries permitted to be incurred after the Securities than those under or Effective Date pursuant to the agreement evidencing provisions of Section 1008 or under any Preferred Equity Interests; (ix) restrictions on cash, Temporary Cash Investments or other deposits or net worth requirements imposed under contracts entered into the Indebtedness so extendedordinary course of business, renewedincluding such restrictions imposed by customers or insurance, refinanced surety or replaced bonding companies; (x) provisions contained in any license, permit or are not more restrictive than those set forth in this Indenture; and other accreditation with a regulatory authority entered into the ordinary course of business; (exi) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery; (xii) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction; (xiii) purchase money obligations for property acquired and Capital Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (iv) in the immediate preceding paragraph on the property so acquired; (xiv) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (d) in the immediate preceding sentence on the property subject to such lease, license, contract or agreement; (xv) 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 thereof in any manner material to the Issuer or any Restricted Subsidiary thereof; (xvi) existing under, by reason of or with respect to Indebtedness incurred under Section 1008(ix); 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 being refinanced; (xvii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any Restricted Subsidiary 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 Issuer 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 Issuer or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; or (xviii) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xvii) or in this clause (xviii), provided that the terms and conditions of any such encumbrances or restrictions are not materially more restrictive than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced. For purposes of determining compliance with this Section 1017 (i) the priority of any Preferred Equity Interests 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 (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.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (i) pay dividends dividends, in cash or otherwise, or make any other distribution on its Equity InterestsCapital Stock, (ii) pay any Indebtedness owed to the Company or a any Restricted Subsidiary of the CompanySubsidiary, (iii) make any Investment in loans or advances to the Company or a any Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any Restricted Subsidiary; provided that, except the terms of this Section 10.19 shall not apply to (a) any encumbrance or restriction pursuant to an agreement relating to Indebtedness in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in date of this Indenture, including pursuant to the Credit Agreement; (b) any encumbrance or restriction, restriction pursuant to an agreement relating to Indebtedness with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that Subsidiary (so long as such encumbrances and restrictions are encumbrance or restriction does not applicable extend 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) and provided that, the Indebtedness was permitted by the terms of the Indenture to be incurred; (c) any encumbrance or restriction existing under, by reason of or with respect pursuant to any agreement customary nonassignment provisions in leases governing leasehold interests only to the extent such provisions restrict the transfer of the Company lease or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are the leased property entered into in the ordinary and customary in light course of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Companybusiness consistent with past practices; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable due to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indentureapplicable law; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery.or

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise to the Company or any Subsidiary on its Equity Interests, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or thereof, (ivd) transfer any of its properties or assets to the Company or any Restricted SubsidiarySubsidiary thereof (other than customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company's ability to satisfy its obligations under the Senior Notes), except or (ae) guarantee any Indebtedness of the Company or any Subsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Senior Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to an agreement contemplated by agreements evidencing any Permitted Secured Indebtedness, (iii) any restrictions which are in effect existence on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, which exist with respect to a Restricted Subsidiary Person that is not becomes a Subsidiary of the Company on or after the Issue Date, which are in existence at the time such Person becomes a Restricted Subsidiary of the Company (but not created in connection with or contemplation of such Person becoming a Subsidiary of the Company and not incurred in connection with, which encumbrance or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties property or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; (cPerson or the property or assets of such Person so acquired) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same, (b) and (c)provided, or in this clause (d)however, provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable in the aggregate to the Holders holders of the Securities Senior Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced (iv) customary non-assignment provisions in any contract or are not more restrictive than those set forth licensing agreement entered into by the Company or any Subsidiary of the Company in this Indenture; the ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary and (ev) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only matter provided for a period from in the execution and delivery Plan of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryReorganization.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Equity InterestsCapital Stock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or a any other Restricted Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or a any other Restricted Subsidiary of the Company Company, or (iviii) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company (collectively, “Payment Restrictions”), except for such encumbrances or restrictions existing on the Issue Date or otherwise existing under or by reason of (a) any encumbrance or restriction pursuant to an agreement the Senior Credit Facility as in effect on the Issue Date Date, and any amendments, restatements, renewals, replacements or contained in any other indenture refinancings thereof; provided that such amendments, restatements, renewals, replacements or instrument governing debt or preferred securities that refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in this Indenture; the Senior Credit Facility immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any encumbrance instrument governing Indebtedness or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary Capital Stock of the Company on the Issue Date, in existence at the time such an Acquired 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 acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than such Subsidiary which is becoming a Restricted Subsidiary; the Acquired Person, (cd) any encumbrance customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (e) purchase money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or restriction existing under, by reason of or with respect to any agreement disposition of the Company Capital Stock or any assets of such Restricted Subsidiary; provided that (1) such encumbrances restriction is only applicable to such Restricted Subsidiary or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securitiesassets, as determined in good faith by the Company; (d) any encumbrance applicable, and such sale or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale disposition otherwise is permitted under Section 1012 is to be consummated4.14; and provided, so long as further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 365 days after such execution and delivery, and (g) Refinancing Indebtedness permitted under this Indenture; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any Subsidiary Guarantor on its Equity InterestsCapital Stock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or a Restricted any Subsidiary of the CompanyGuarantor, (iiiii) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company Guarantor, or (iviii) transfer any of its properties or assets to the Company or any Subsidiary Guarantor, except for such encumbrances or restrictions existing on the Escrow Release Date (including, for the avoidance of doubt, this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents and the Unsecured Indenture, the Unsecured Notes and the guarantees thereof) or otherwise existing under or by reason of (a) the Senior Credit Facilities and the Existing Notes, and any amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, except as applicable, and such sale or disposition otherwise is permitted under Section 4.14, (ag) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements, including with respect to intellectual property, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to an agreement in effect Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Escrow Release Date pursuant to the provisions of the Security Documents and Section 4.07 that impose restrictions solely on the Issue Date Foreign Subsidiaries party thereto or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; their Subsidiaries, (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (ck) any encumbrance or restriction existing underarising pursuant to an agreement or instrument, by reason of or with respect which, if it relates to any agreement of Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the Company or any Restricted Subsidiary; provided that (1) such encumbrances or and restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect contained in any material respect the Company’s such agreement or any Guarantor’s ability to make principal and interest payments on the Securities, instrument taken as determined in good faith by the Company; a whole (di) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Secured Credit Agreement, existing on the Escrow Release Date, together with the security documents associated therewith as in effect on the Escrow Release Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Securities than those under Company’s ability to make principal or pursuant interest payments on the Notes or (b) such encumbrance or restriction applies only during the continuance of a default relating to the such agreement evidencing the Indebtedness so extendedor instrument, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (el) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale existing by reason of any lien permitted under Section 1012 is 4.09, (m) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Company, are necessary or advisable to be consummated, so long as effect such restriction Securitization Facility or encumbrance shall be effective only for a period from Receivables Facility; and (n) Refinancing Indebtedness permitted under this Indenture; provided that the execution and delivery of restrictions contained in the agreements governing such agreement or instrument through a termination date Refinancing Indebtedness are not later materially more restrictive in the aggregate than 270 days after those contained in the agreements governing the Indebtedness being refinanced immediately prior to such execution and deliveryrefinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Partnership shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or a any other Restricted Subsidiary of the CompanySubsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or a any other Restricted Subsidiary of the Company or Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) any agreement in effect at or entered into on April 19, 1995 (including, without limitation, the First Mortgage Notes outstanding as of April 19, 1995 and the Bank Credit Facilities in effect as of April 19, 1995) or any agreement relating to any Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the agreements governing the First Mortgage Notes and the Bank Credit Facilities as in effect on April 19, 1995, (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, except (aiv) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (v) any encumbrance agreement or restriction pursuant to an agreement in effect on other instrument of a Person acquired by the Issue Date Partnership or contained in any other indenture Restricted Subsidiary (or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance the Person, or restriction existing underthe properties, by reason of assets or with respect to any agreement Subsidiaries of the Company Person, so acquired, or any Restricted Subsidiary; provided that (1vi) such encumbrances provisions contained in agreements or restrictions are ordinary and customary in light instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders assets of the Securities than those obligor thereunder unless the transferee shall assume the obligations of the obligor under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise on its Equity InterestsCapital Stock to the Company or any Subsidiary, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Companyany Subsidiary, (iiic) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or thereof, (ivd) transfer any of its properties or assets to the Company or any Restricted SubsidiarySubsidiary thereof (other than customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company’s ability to satisfy its obligations under the Notes), except or (ae) guarantee any Indebtedness of the Company or any Subsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to an agreement contemplated by agreements evidencing any Exit Facility Indebtedness, Additional Liquidity Facility Indebtedness or Senior Loan Facility Indebtedness, (iii) any restrictions which are in effect existence on the Issue Effective Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, which exist with respect to a Restricted Subsidiary Person that is not becomes a Subsidiary of on or after the Company on the Issue Effective Date, which are in existence at the time such Person becomes a Restricted Subsidiary of the Company (but not created in connection with or contemplation of such Person becoming a Subsidiary of the Company and not incurred in connection with, which encumbrance or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties property or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; (cPerson or the property or assets of such Person so acquired) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same; provided, (b) and (c)however, or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable in the aggregate to the Holders holders of the Securities Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced replaced, (iv) customary non-assignment provisions in any contract or are not more restrictive than those set forth licensing agreement entered into by the Company or any Subsidiary of the Company in this Indenture; and the ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary, (ev) any encumbrance restrictions existing under or restriction created contemplated by agreements evidencing any Purchase Money Indebtedness that impose restrictions on the ability of any of the Company or its Subsidiaries to transfer the property so acquired to the Company or its Subsidiaries, (vi) any restrictions existing under or contemplated by Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity, (vii) any restrictions with respect to a Subsidiary imposed pursuant to an asset sale agreementagreement that has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, stock sale agreement (viii) any restriction that exists or similar instrument pursuant may arise directly as a result of the Company Voluntary Arrangements, (ix) any restrictions (other than those described in the preceding clauses) in existence on the date hereof, (x) any restrictions relating to which an Asset Sale Excluded Subsidiaries imposed in connection with the Indebtedness incurred by the Excluded Subsidiaries and permitted under Section 1012 4.10, (xi) any restrictions contained in any agreements to which any Subsidiary that is to be consummated, not a wholly-owned Subsidiary is a party so long as such restriction restrictions apply solely to such Subsidiary or encumbrance shall be effective only for a period from any of its Subsidiaries and (xii) any restrictions existing under or contemplated by agreements evidencing any Indebtedness permitted under clause (vii)(b) of the execution and delivery second paragraph of Section 4.10, providing that the restrictions contained in the agreements governing such agreement Indebtedness are no more restrictive in whole than those contained in the agreements governing the Indebtedness being refinanced, replaced, refunded, renewed or instrument through a termination date not later than 270 days after such execution and deliveryextended.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries on its Equity InterestsCapital Stock, (ii) or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the Company, ability to make dividends or distributions on Capital Stock for purposes of this Section 5.08; (iiiii) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company or Subsidiaries; or (iviii) transfer any of its properties or assets to the Company or any of its Restricted SubsidiarySubsidiaries. (b) The provisions of Section 5.09(a) will not prohibit encumbrances or restrictions existing under or by reason of: (i) (A) agreements governing the Credit Facilities, any instrument governing Existing Indebtedness or any other agreement or instrument, each as in effect on the Issue Date, (B) agreements governing Indebtedness permitted to be incurred under Section 5.09, and (C) any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of the agreements and instruments referred to in clauses (A) and (B) or the Indebtedness to which those agreements relate; provided that, in the case of clauses (B) and (C), the encumbrances and restrictions therein are not materially more restrictive, taken as a whole, than those contained in (x) this Indenture and the Notes or (y) agreements or instruments in effect on the Issue Date, in each case as determined by the Company in its reasonable and good faith judgment; (ii) any SAR Contract or any related agreement; (iii) this Indenture and the Note Documents; (iv) applicable law, rule, regulation or order or similar restriction; (v) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (avi) customary non-assignment provisions in contracts, licenses and leases entered into in the ordinary course of business and consistent with past practices; (vii) any mortgages, pledges or other security agreements or related agreement permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent the encumbrances or restrictions they contain restrict the transfer of the properties or assets subject to such mortgages, pledges or other security agreements or related agreements; (viii) agreements governing purchase money obligations, mortgage financings and Capital Lease Obligations incurred in compliance with Section 5.09, in each case that impose encumbrances or restrictions of the nature described in clause (iii) of Section 5.08(a) on the properties or assets financed thereby; (ix) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary (or any of its properties or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or properties or assets of such Restricted Subsidiary (or the properties or assets that is not are subject to such restriction) pending the closing of such sale or disposition; (x) customary provisions in bona fide contracts for the sale of properties or assets; (xi) customary provisions in joint venture agreements and similar agreements that restrict the transfer of interests in the joint venture; (xii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements governing Sale/Leaseback Transactions, stock sale agreements and other similar agreements (including agreements entered into in connection with a Subsidiary Restricted Investment) entered into (A) in the ordinary course of business or (B) with the approval of the Company Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xiii) restrictions on the Issue Datecash, Cash Equivalents or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in existence each case under contracts entered into in the ordinary course of business; (xiv) encumbrances or restrictions with respect to property under a charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such property; (xv) any agreement or instrument relating to any property or assets acquired after Issue Date in effect at the time of such Person becomes acquisition, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (xvi) the issuance of Preferred Stock by 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 payment of dividends thereon in accordance with the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiaryterms thereof; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make any other distributions on its Equity Interests (other than requirements to pay dividends or liquidation preferences on such encumbrances Preferred Stock prior to paying any dividends or making any other distributions on such other Equity Interests); and (xvii) agreements governing Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders of the Securities more restrictive, taken as a whole, than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so extendedbeing refinanced, renewed, refinanced or replaced or are not more restrictive than those set forth as determined by the Company in this Indenture; its reasonable and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliverygood faith judgment.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Partnership shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or a any other Restricted Subsidiary of the CompanySubsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or a any other Restricted Subsidiary of the Company or Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) any agreement in effect at or entered into on the Issue Date (including, without limitation, the First Mortgage Notes outstanding and the Bank Credit Facilities in effect on that date) or any agreement relating to any Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the agreements governing the First Mortgage Notes and the Bank Credit Facilities as in effect on the Issue Date, (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, except (aiv) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (v) any encumbrance agreement or restriction pursuant to an agreement in effect on other instrument of a Person acquired by the Issue Date Partnership or contained in any other indenture Restricted Subsidiary (or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary Person or the properties or assets of the Company or any Restricted Subsidiary Person other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance the Person, or restriction existing underthe properties, by reason of assets or with respect to any agreement Subsidiaries of the Company Person, so acquired, or any Restricted Subsidiary; provided that (1vi) such encumbrances provisions contained in agreements or restrictions are ordinary and customary in light instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders assets of the Securities than those obligor thereunder unless the transferee shall assume the obligations of the obligor under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of the Restricted their Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company their Subsidiaries to (i) pay dividends or make any other distribution distributions to or on its Equity Interestsbehalf of, (ii) or to pay any Indebtedness owed obligation to the Company or a Restricted Subsidiary of on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company, (iii) make any Investment in the Company Guarantors or a Restricted Subsidiary of the Company or (iv) transfer any of its properties their Subsidiaries, except: (1) restrictions imposed by the Notes or assets to this Indenture or by the Company Company's other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or any Restricted Subsidiarythe Guarantees, except (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities as applicable; provided, that such restrictions are no more restrictive in any material respect than those imposed by this Indenture and the Notes; (2) restrictions imposed by applicable law; (3) existing restrictions under Existing Indebtedness; (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company, the Guarantors or any of their Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired; (5) any restriction imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.7 hereof; provided, that such restriction or requirement is no more restrictive in any material respect than that imposed by the Existing Credit Agreement; (6) restrictions with respect solely to any of the Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold; (7) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7 hereof; provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness; and (8) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (1), (3), (4) or (7) or this Indenture; clause (8) of this paragraph that are not more restrictive in any material respect than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (b) any encumbrance or restriction, asset subject to a Lien which is not prohibited to exist with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or asset pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in terms of this Indenture; and (e) any encumbrance , may be subject to customary restrictions on the transfer or restriction created disposition thereof pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryLien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Sweetheart Holdings and the Company shall will not, and shall will not permit any of the their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) (i) pay dividends or make any other distribution distributions to Sweetheart Holdings, the Company or any of their Restricted Subsidiaries on (A) its Equity InterestsCapital Stock or (B) any other interest or participation in, or measured by, its profits, or (ii) pay any interest on or principal of any Indebtedness owed to Sweetheart Holdings, the Company or a any of their Restricted Subsidiary of the CompanySubsidiaries, (iiib) make any Investment in loans or advances to Sweetheart Holdings, the Company or a any of their Restricted Subsidiary of the Company Subsidiaries or (ivc) transfer any of its properties or assets to Sweetheart Holdings, the Company or any of their Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (ai) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on Collateral Agreements, the Issue DateNotes, in existence at the time such Person becomes a Restricted Subsidiary of the Company Existing Indebtedness, and not incurred in connection with, or in contemplation of, such Person becoming a Restricted SubsidiaryPermitted Refinancing Indebtedness, provided, that such encumbrances Restricted Subsidiary restrictions contained in such refinancings shall not be materially more restrictive than the restrictions in the Indebtedness refinanced, (ii) the Credit Agreement and permitted refinancings thereof, provided, that such Restricted Subsidiary restrictions are contained in such refinancings of the Credit Agreement shall not be materially more restrictive than the restrictions in the Indebtedness refinanced, (iii) applicable to law, rule, regulation or order, (iv) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries at the time of such acquisition (but not in connection with or 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 or its Restricted Subsidiaries, and permitted refinancings thereof, provided, that such Restricted Subsidiary restrictions contained in such refinancings shall not be materially more restrictive than the restrictions in the Indebtedness refinanced, (v) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business and limitations imposed by the terms of Permitted Liens with respect to the assets subject to such Permitted Liens, (vi) an agreement relating to the financing of the acquisition of real or tangible personal property acquired after the date of this Indenture, provided that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Permitted Lien as set forth in clause (14) of the definition of "Permitted Liens," (vii) 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, (viii) any restriction or encumbrance contained in contracts for sale of assets permitted by this Indenture in respect of the assets being sold pursuant to such contract, and (ix) Indebtedness permitted to be incurred pursuant to Section 4.09 and incurred after the date of this Indenture; provided that such encumbrances or restrictions in such Indebtedness are not materially more restrictive than the restrictions contained in the Credit Agreement on the date of this Indenture. The foregoing limitations shall not apply to any encumbrance or restriction with respect to Lily Canada pursuant to the Lily Canada Loan Agreement or to Global, provided that no such restriction shall limit or prevent the payment of any intercompany Indebtedness payable from Lily Canada or Global to the Company or any of its Restricted Subsidiary Subsidiaries (other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing underLily Canada, by reason of or with respect to any agreement of the Company Global or any Restricted Subsidiary; provided that (1Subsidiary of Lily Canada or Global) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryaccordance with its terms.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (a) on its Equity InterestsCapital Stock or (b) with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness owed to the Company or a any of its Restricted Subsidiary of the Company, Subsidiaries; (iii) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company or Subsidiaries; or (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiary, Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (a) the Senior Indebtedness and any encumbrance amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities refinancings of those agreements; provided that they are no more restrictive in any material respect than those the restrictions contained in those agreements on the date of this Indenture; , (b) this Indenture, the Notes and the Collateral Documents, (c) applicable law, (d) any encumbrance instrument governing Indebtedness or restriction, with respect to Capital Stock of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than the Person, or the property or assets of the Person, so acquired, (e) customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired, (g) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or Refinancing Indebtedness are no more restrictive with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary provisions set forth in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (ai), (bii), (iii) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities iv) above than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenturebeing refinanced; and (eh) any encumbrance agreement for the sale or restriction created pursuant to an asset other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted other disposition; or (i) restrictions on cash or other deposits or net worth imposed by customers or suppliers under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from contracts entered into in the execution and delivery ordinary course of such agreement or instrument through a termination date not later than 270 days after such execution and deliverybusiness.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of the Restricted their Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company their Subsidiaries to (i) pay dividends or make any other distribution distributions to or on its Equity Interestsbehalf of, (ii) or to pay any Indebtedness owed obligation to the Company or a Restricted Subsidiary of on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company, the Guarantors or any of their Subsidiaries, except: (iii1) make restrictions imposed by the Notes, the Collateral Agreements or this Indenture or by the Company's other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive in any Investment in material respect than those imposed by this Indenture, the Company or a Restricted Subsidiary Collateral Agreements and the Notes; (2) restrictions imposed by applicable law; (3) existing restrictions as of the Company Issue Date, including those under Existing Indebtedness; (4) restrictions under any Acquired Indebtedness or (iv) transfer any Capital Stock of its properties or assets to a Person acquired by the Company or any Restricted Subsidiaryof the Guarantors not incurred in violation of this Indenture or any agreement relating to any property, except asset, or business acquired by the Company, the Guarantors or any of their Subsidiaries, which restrictions, in each case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired; (a5) any encumbrance or restriction imposed by Indebtedness incurred under the Credit Agreement pursuant to an agreement in effect on clause (f) of the Issue Date definition of "Permitted Indebtedness"; provided, that such restriction or contained in any other indenture or instrument governing debt or preferred securities that are requirement is no more restrictive in any material respect than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of imposed by the Company Credit Agreement on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary ; (6) restrictions with respect solely to any of the Company and not incurred in connection with, Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or in contemplation of, disposition of all of the Equity Interests or assets of such Person becoming a Restricted Subsidiary, ; provided, that such encumbrances restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold; (7) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7 hereof or clause (g) of the definition of "Permitted 55 Indebtedness;" provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness; (8) in connection with and pursuant to permitted refinancings, the replacements of restrictions imposed pursuant to clauses (1), (3), (4) or (7) or this clause (8) of this paragraph that are not applicable more restrictive in any material respect than those being replaced and do not apply to any other Person or assets than those that would have been covered by the Company restrictions in the Indebtedness so refinanced; and (9) any other customary provisions arising or any Restricted Subsidiary agreed to in the ordinary course of business consistent with past practice, not relating to Indebtedness or Capital Stock, that do not individually or in the properties or aggregate detract from the value of the assets of the Company or any Restricted Subsidiary other than such Subsidiary Guarantor. Notwithstanding the foregoing, (a) leases, licenses or contracts entered into in the ordinary course of business, consistent with industry practice may be subject to customary restrictions on subletting or assignment, and (b) any asset subject to a Lien which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or not prohibited to exist with respect to any agreement such asset pursuant to the terms of this Indenture, may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien. Nothing contained in this Section 4.10 shall prevent the Company or any Restricted Subsidiary; provided that (1) such encumbrances Subsidiary from creating, incurring, assuming or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in suffering to exist any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or Lien otherwise permitted pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery4.8 hereof.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (i) pay dividends or make any other distribution on its Equity InterestsCapital Stock, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary any other of the Companyits Subsidiaries, (iii) make any Investment in the Company or a Restricted any other Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any Restricted Subsidiaryother of its Subsidiaries, except for: (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in date of this IndentureIndenture and listed on Schedule III hereto; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, 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 SubsidiaryCompany; (c) any encumbrance or restriction existing under, by reason of applicable law; (d) any encumbrance or with respect to restriction existing under any agreement customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light Subsidiary of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (de) any encumbrance or restriction contained in any working capital facility of a foreign Subsidiary of the Company; and (f) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (cb), or in this clause (df), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company or a any other Restricted Subsidiary of the CompanySubsidiary, (iiic) make any Investment in loans or advances to the Company or a any other Restricted Subsidiary of the Company Subsidiary, or (ivd) sell, lease or transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (ai) this Indenture, the New Credit Facility and the Security Documents, (ii) any encumbrance restrictions existing under or restriction pursuant to an agreement contemplated by agreements in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; Date, (biii) any encumbrance or restriction, with respect to a Restricted Subsidiary of the Company 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 such Issuer (but not incurred in connection with, or created in contemplation of, of such Person becoming a Restricted Subsidiary), provided(iv) applicable law or any applicable rule, that such encumbrances and regulation or order, (v) customary restrictions are not applicable arising from Liens permitted under Section 4.11 to the Company extent related to the assets subject to such Liens, (vi) restrictions on cash or any Restricted Subsidiary or other deposits imposed by customers under contracts entered into in the properties or assets ordinary course of business, (vii) customary provisions contained in leases, joint venture, license and other agreements entered into in the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; ordinary course of business, (cviii) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements an agreement containing the encumbrances or restrictions in the foregoing a restriction permitted by clauses (ai), (bii) and (c), or in this clause (d), iii) above; provided that the terms and conditions of any such encumbrances or restrictions under this clause (viii) are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (eix) any encumbrance provisions contained in agreements or restriction created pursuant to an asset sale agreement, stock sale agreement instruments that prohibit the transfer of all or similar instrument pursuant to which an Asset Sale permitted substantially all of the assets of the obligor and its Subsidiaries unless the transferee shall assume the obligations of the obligor under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not and the Parent shall not, and neither the Company nor the Parent shall not permit any Subsidiary of the Restricted Subsidiaries Company or the Parent to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Equity Interests, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company, (iii) make any Investment in the Company or a Restricted Subsidiary of the Company or (iv) the Guarantors to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company, the Parent or any Subsidiary of its properties or assets to the Company or any Restricted Subsidiarythe Parent, except except: (a1) any encumbrance restrictions imposed by the Notes or restriction pursuant to an agreement this Indenture or by the Company's other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu in right of payment with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes, (2) restrictions imposed by applicable law, (3) existing restrictions under Existing Indebtedness (as in effect on the Issue Date Date), (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or contained any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company, the Parent or any Subsidiary of the Company or the Parent, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (5) any restriction imposed by Indebtedness incurred under the Credit Agreement or other Senior Debt incurred pursuant to Section 4.7 hereof; provided, that such restriction or requirement is no more restrictive, taken as a whole, than that imposed by the Credit Agreement, as of the consummation of the Merger, (6) any restriction imposed by Indebtedness incurred by Non-Guarantor Subsidiaries incurred pursuant to Section 4.7 hereof, (7) restrictions with respect solely to any Subsidiary of the Company or the Parent imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (8) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (1), (3) or (4) or this clause (8) of this Section 4.10 that are not more restrictive taken as a whole than those being replaced and do not apply to any other indenture Person or instrument governing debt or preferred securities that are no more restrictive assets than those contained that would have been covered by the restrictions in the Indebtedness so refinanced or replaced, and (9) customary provisions with respect to the disposition or distribution of assets in joint venture agreements and other similar agreements relating solely to the assets subject to such agreement. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice shall not be prohibited by this Indenture; Section 4.10 and (b) any encumbrance or restriction, asset subject to a Lien which is not prohibited to exist with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or asset pursuant to the agreement evidencing terms of this Indenture may be subject to customary restrictions on the Indebtedness so extended, renewed, refinanced transfer or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created disposition thereof pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryLien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (i) pay dividends or make any other distribution on its Equity InterestsCapital Stock, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary any other of the Companyits Subsidiaries, (iii) make any Investment in the Company or a Restricted any other Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any Restricted Subsidiaryother of its Subsidiaries, except for: (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in date of this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, 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 SubsidiaryCompany; (c) any encumbrance or restriction existing under, by reason of applicable law; (d) any encumbrance or with respect to restriction existing under any agreement customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light Subsidiary of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (de) any encumbrance or restriction contained in any working capital facility of a Foreign Subsidiary of the Company; and (f) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (cb), or in this clause (df), ; provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (a) on its Equity InterestsCapital Stock or (b) with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness owed to the Company or a any of its Restricted Subsidiary of the Company, Subsidiaries; (iii) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company or Subsidiaries; or (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiary, Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to an agreement the Senior Indebtedness [as in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in date of this Indenture; ], (b) this Indenture, the Notes and the Collateral Documents, (c) applicable law, (d) any encumbrance instrument governing Indebtedness or restriction, with respect to Capital Stock of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than the Person, or the property or assets of the Person, so acquired, (e) customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired, or (g) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or Refinancing Indebtedness are no more restrictive with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary provisions set forth in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (ai), (bii), (iii) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities iv) above than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliverybeing refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall notNeither the Parent nor the Issuer will, and shall they will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to to: (ia) pay dividends or make any other distribution distributions on its Equity InterestsCapital Stock to the Parent, (ii) the Issuer or any of the Restricted Subsidiaries, or pay any Indebtedness owed to the Company Parent, the Issuer or a Restricted Subsidiary any of the Company, Restricted Subsidiaries; (iiib) make loans or advances to the Parent, the Issuer or any Investment in the Company or a Restricted Subsidiary of the Company Restricted Subsidiaries; or (c) sell, lease or (iv) transfer any of its properties or assets to the Company Parent, the Issuer or any of the Restricted SubsidiarySubsidiaries. However, except the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) any encumbrance contractual encumbrances or restriction pursuant to an agreement restrictions in effect on the Issue Date or contained Date, including, without limitation, pursuant to Indebtedness in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; existence on the Issue Date; (b) this Indenture, the Notes, the Collateral Documents and Note Guarantees; (c) applicable law or any applicable rule, regulation or order; (d) any agreement or other instrument of a Person acquired by the Parent, the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restrictionrestriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (e) contracts for the sale of assets (including sale and lease back agreements), including, without limitation, customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (f) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.08 and 4.21 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or other restrictions on cash or deposits constituting Permitted Liens; (h) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (i) customary provisions contained in leases, subleases, licenses, sublicensor asset sale agreements and other agreements; (j) other Indebtedness or Preferred Stock, in each case, that is not a Subsidiary of the Company on incurred subsequent to the Issue Date, in existence at Date pursuant to this Indenture (except if issued pursuant to the time such Person becomes a Restricted Subsidiary Plan of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, Reorganization); provided, that such encumbrances and restrictions are not applicable to in the Company or any Restricted Subsidiary good faith judgment of the board of directors of the Parent, GLAI or the properties or assets of the Company or Issuer, any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing undercontained in such Indebtedness shall not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by reason the board of or with respect to any agreement directors of the Company Parent, GLAI or the Issuer, to make scheduled cash payments on the Notes when due; and (k) any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect referred to in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c)) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in this clause clauses (d), a) through ([j]) above; provided that the terms and conditions of any such encumbrances or restrictions are imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the board of directors of the Parent or the Issuer, not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth encumbrances and restrictions contained in such predecessor agreements and do not affect the Issuers’ and the Guarantors’ ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of the Notes, in each case as and when due. For purposes of determining compliance with this Indenture; Section 4.23, (1) 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 (e2) the subordination of loans or advances made to the Parent, the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Parent, the Issuer or any encumbrance such Restricted Subsidiary will not be deemed a restriction on the ability to make loans or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryadvances.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (ia) pay dividends or make any other distribution distributions on or in respect of its Equity Interests, Capital Stock; (iib) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or a any other Restricted Subsidiary of the Company, ; or (iii) make any Investment in the Company or a Restricted Subsidiary of the Company or (ivc) transfer any of its properties property or assets to the Company or any Restricted Subsidiary, except (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection withCompany, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that except for such encumbrances and or restrictions are existing under or by reason of: (1) applicable law; (2) this Indenture, including any Guarantee; (3) customary non-assignment provisions of any contract or lease governing a leasehold or ownership interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the Company properties or assets of any Restricted Subsidiary Person, other than the Person or the properties or assets of the Company Person so acquired; (5) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (6) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) customary net worth or any non-assignment provisions contained in leases and other agreements entered into by a Restricted Subsidiary other than such Subsidiary which is becoming in the ordinary course of business; (8) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of such Restricted Subsidiary; (9) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; (10) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5) or (6) above; (c) any provided, however, that the provisions relating to such encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect contained in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securitiessuch Indebtedness are not, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a)aggregate, (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders Company as determined by the Board of Directors of the Securities Company in its reasonable and good faith judgment than those under or pursuant the provisions relating to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any such encumbrance or restriction created pursuant contained in agreements referred to an asset sale agreementin such clause (2), stock sale agreement (4), (5) or similar instrument pursuant (6); and (11) Standard Securitization Undertakings relating to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction a Receivables Subsidiary or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliverySpecial Purpose Vehicle.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Equity InterestsCapital Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company or a Restricted any other Subsidiary of the Company, (iiic) make loans or advances to, or any Investment in in, the Company or a Restricted any other Subsidiary of the Company or Company, (ivd) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) any agreement or other instrument of a person acquired by the Issue Date, Company or any Subsidiary of the Company (or a Subsidiary of such person) in existence at the time of such Person becomes a Restricted Subsidiary of the Company and acquisition (but not incurred in connection with, or created in contemplation ofthereof), such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are which encumbrance or restriction is not applicable to any person, or the Company properties or assets of any Restricted Subsidiary person, other than the person, or the properties or assets of the Company person, so acquired, (v) provisions contained in agreements or any Restricted Subsidiary other than instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such Subsidiary which is becoming a Restricted Subsidiary; agreement or instrument, (cvi) any such encumbrance or restriction existing underon the Issue Date in this Indenture or any other agreements in effect on the Issue Date, by reason 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 to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; and (vii) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financing (as determined by the Company) and the Company determines that any agreement such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.15 shall prevent the Company or any Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.11 or (2) restricting the sale or other disposition of property or assets of the Company or any Restricted Subsidiary; provided of its Subsidiaries that (1) such encumbrances or restrictions are ordinary and customary in light secure Indebtedness of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s Company or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryits Subsidiaries.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not and the Subsidiary Guarantors shall not, and neither the Company nor the Subsidiary Guarantors shall not permit any of the Restricted Company’s Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company Company’s Subsidiaries to (i) pay dividends or make any other distribution distributions to or on its Equity Interestsbehalf of, (ii) or to pay any Indebtedness owed obligation to the Company or a Restricted Subsidiary of the Companyon behalf of, (iii) or otherwise to transfer assets or property to or on behalf of, or make any Investment in the Company or a Restricted Subsidiary of the Company pay loans or (iv) transfer any of its properties advances to or assets to on behalf of, the Company or any Restricted Subsidiary, except (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on Company’s Subsidiaries, except: (1) restrictions imposed by the Issue DateNotes or this Indenture or by the Company’s other Indebtedness (which may also be guaranteed by the Guarantors) ranking senior or pari passu with the Notes or the Guarantees, 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 Subsidiaryas applicable, provided, that such encumbrances restrictions are not materially more restrictive taken as a whole than those imposed by this Indenture and the Notes (as determined by the Company in good faith); (2) restrictions imposed by applicable law; (3) existing restrictions under Existing Indebtedness; (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of the Company’s Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Company Person acquired, or to any Restricted Subsidiary property, asset or business, other than the properties property, assets and business so acquired; (5) any restriction imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.7 hereof; provided, that such restriction or requirement is no less favorable to the Holders of the Notes taken as a whole than that imposed by the Credit Agreement as of the Issue Date; (6) restrictions imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Equity Interests or assets of the Company or any Restricted Subsidiary other than of its Subsidiaries; provided, that such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance restrictions apply solely to the Equity Interests or restriction existing under, by reason of or with respect to any agreement assets of the Company or any Restricted Subsidiarythe applicable Subsidiary which are being sold; (7) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7(b)(1); provided provided, that (1) such encumbrances or restrictions are ordinary and customary in light relate only to the transfer of the type property acquired, constructed, installed or improved with the proceeds of agreement involved such Purchase Money Indebtedness; and (8) in connection with and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability pursuant to make principal and interest payments on the SecuritiesRefinancing Indebtedness, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces replacements of restrictions imposed pursuant the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided governing such Refinancing Indebtedness that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities Notes taken as a whole than those under being replaced. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease or other contract entered into in the ordinary course of business, consistent with industry practice may apply to such lease or other contract and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the agreement evidencing terms of this Indenture may be subject to customary restrictions on the Indebtedness so extended, renewed, refinanced transfer or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created disposition thereof pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryLien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Subsidiary of the Restricted Subsidiaries Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause or create any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on its Equity InterestsCapital Stock or any other interest or participation in, (ii) pay any Indebtedness owed to or measured by, its profits owned by the Company or a Restricted Subsidiary of the Company, (iiib) make any Investment in loans or advances to, or pay any Indebtedness owed to, the Company or a Restricted any Subsidiary of the Company or (ivc) transfer any of its properties or assets to the Company or to any Restricted SubsidiarySubsidiary of the Company, except except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (ai) the Notes or the Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to an agreement contemplated by agreements in effect on the Issue Date or Date, including, without limitation, restrictions under the AGI Indenture and the Senior Credit Facility as in effect on the Issue Date, (iii) any restrictions contained in agreements entered into after the Issue Date which do not restrict the ability of any other indenture Subsidiary of the Company to pay dividends or instrument governing debt make distributions in amounts sufficient to pay interest under the Notes, principal and interest on the ▇▇▇▇▇▇ Note and obligations under the management incentive compensation agreements with certain Camping World executives so long as no default is continuing by the Company or preferred securities that are no more restrictive than those contained in this Indenture; any Subsidiary under any such agreement entered into after the Issue Date, (biv) any encumbrance or restrictionrestrictions, with respect to a Restricted Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and (but not incurred in connection with, or created in contemplation of, 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; (cv) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements an agreement containing the encumbrances or restrictions in the foregoing clauses a restriction permitted by clause (ai), (b) and (cii), (iii) or in this clause (d)iv) above; PROVIDED, provided HOWEVER, that the terms and conditions of any such encumbrances or restrictions are not materially less favorable in the aggregate to the Holders holders of the Securities Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (evi) any encumbrance restrictions imposed by applicable law or restriction created pursuant to an asset sale agreement, stock sale agreement regulation or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as by regulatory authorities having jurisdiction over such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliverySubsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (ia) pay dividends or make any other distribution distributions to the Company or any of its Subsidiaries on its Equity InterestsCapital Stock, (iib) pay any Indebtedness owed to the Company or a Restricted Subsidiary any of the Companyits Subsidiaries, (iiic) make any Investment in loans or advances to the Company or a Restricted Subsidiary of the Company or any Subsidiary, (ivd) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except (ae) any encumbrance grant liens or restriction pursuant to an agreement in effect security interests on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary assets of the Company on or any of its Subsidiaries in favor of the Issue Dateholders of the Notes or (f) guarantee the Notes or any renewals or refinancings thereof, in existence except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any of the Company's Subsidiaries existing at the time such Person becomes became a Restricted Subsidiary of the Company and Company; provided that such -------- encumbrances or restrictions were not incurred created in connection with, or in contemplation of, anticipation of such Person becoming a Restricted Subsidiary, provided, that such encumbrances Subsidiary and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary its other than such Subsidiary which is becoming a Restricted Subsidiary; Subsidiaries, (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1ii) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Companyarising under Refinancing Indebtedness; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially no less favorable to the Holders holders of the Securities Notes than those under or pursuant to the agreement evidencing the Indebtedness so extendedbeing refinanced, renewed(iii) customary provisions restricting the assignment of any contract or interest of the Company or any of its Subsidiaries, refinanced or replaced or are not (iv) restrictions under the New Credit Facility no more restrictive than those set forth in effect on the Issue Date and (v) restrictions contained in this Indenture or any other indenture governing debt securities that is no more restrictive than the restrictions contained in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distribution on its Equity InterestsCapital Stock or any other interest or participation in or measured by its profits, (ii) pay any Indebtedness Debt owed to the Company or a any other Restricted Subsidiary of the CompanySubsidiary, (iii) make any Investment in the Company or a any other Restricted Subsidiary of the Company Subsidiary, or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except ; except: (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained (including without limitation the Credit Agreement and the U.K. Credit Agreement in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indentureeffect on the Issue Date); (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) customary provisions contained in an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that the restrictions are applicable only to such Restricted Subsidiary or assets; (d) any encumbrance or restriction existing under, under or by reason of applicable law or any requirement of any regulatory body; (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (f) any encumbrance or restriction pursuant to agreements with respect Manufacturers, dealerships or franchisees; (g) any encumbrance or restriction contained in any Purchase Money Obligations for property to the extent such restriction or encumbrance restricts the transfer of such property; (h) any encumbrances or restrictions in security agreements securing Debt of a Subsidiary (including any Inventory Facility) (to the extent that such Liens are otherwise incurred in accordance with Section 10.11) that restrict the transfer of property subject to such agreements, provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Debt is repaid; (i) any encumbrance or restriction pursuant to Inventory Facilities customary for inventory and floor plan financing in the automobile industry; (j) any encumbrance related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary so long as such encumbrance was not entered into in contemplation of the acquisition, merger or consolidation transaction; (k) customary non-assignment provisions contained in (1) any lease governing a leasehold interest or (2) any supply, license or other agreement entered into in the ordinary course of business of the Company or any of its Restricted Subsidiaries; (l) Liens securing Debt otherwise permitted to be incurred under the provisions of Section 10.11 herein that limit the right of the debtor to dispose of the assets subject to such Liens; (m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (n) restrictions contained in other Debt or Preferred Stock of the Company or any Restricted Subsidiary; Subsidiary permitted to be incurred after the Issue Date pursuant to the provisions of Section 10.8 or other agreements arising in the ordinary course of business and not related to Debt, provided that (1) such encumbrances or restrictions are ordinary and customary in light shall not materially affect the ability of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability Company to make principal and interest payments on the Securities, as determined in good faith by a senior officer or the Board of Directors of the Company; (do) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (j) and (c), p) or in this clause (do), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness Debt so extended, renewed, refinanced or replaced or are not more restrictive than those set forth replaced; (p) restrictions related solely to Foreign Subsidiaries and created in this Indentureconnection with Debt of such Foreign Subsidiaries incurred pursuant to clauses (xii) and (xx) of paragraph (b) of Section 10.8 herein; (q) encumbrances pursuant to the subordination provisions of any Debt permitted to be incurred by clause (v) of paragraph (b) of Section 10.8; and (er) any encumbrance or restriction created pursuant customary provisions in joint venture agreements and other similar agreements relating solely to an asset sale agreement, stock sale agreement such joint venture or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryentity.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (a) on its Equity InterestsCapital Stock or (b) with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness owed to the Company or a any of its Restricted Subsidiary of the Company, Subsidiaries; (iii) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company or Subsidiaries; or (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiary, Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to an agreement the Senior Indebtedness [as in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in date of this Indenture; ], (b) this Indenture and the Notes, (c) applicable law, (d) any encumbrance instrument governing Indebtedness or restriction, with respect to Capital Stock of a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance the Person, or restriction existing under, by reason of the property or with respect to any agreement assets of the Company or any Restricted Subsidiary; provided Person, so acquired, (e) customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that (1) such encumbrances or impose restrictions are ordinary and customary in light of the type of agreement involved and nature described in clause (2iv) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments above on the Securities, as determined in good faith by the Companyproperty so acquired; or (dg) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d)Refinancing Indebtedness, provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are not materially less favorable no more restrictive with respect to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those provisions set forth in this Indenture; clauses (i), (ii), (iii) and (eiv) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from above than those contained in the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryagreements governing the Indebtedness being refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Equity InterestsCapital Stock to the Company or any other Subsidiary, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the CompanySubsidiary, (iii) make any Investment in the Company or a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except for (ai) any encumbrance or restriction pursuant to (x) any Credit Facility or (y) an agreement or instrument in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in date of this Indenture; ; (bii) any encumbrance or restriction, restriction (x) with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or (y) with respect to any asset acquired, in existence at the properties time of such acquisition and not incurred in connection with or in contemplation of such acquisition; (iii) any encumbrance or restriction (A) 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) 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) contained in mortgages, pledges or other than security agreements securing Indebtedness of a Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Subsidiary, (E) pursuant to Purchase Money Indebtedness that imposes encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business) or (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Subsidiary in any manner material to the Company or such Subsidiary which is becoming a Restricted Subsidiary; ; (civ) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company a Subsidiary (or any Restricted Subsidiary; provided of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (dv) any encumbrance or restriction existing pursuant to any agreement or instrument relating to any sale of receivables by or any foreign Indebtedness incurred by any Non-U.S. Subsidiary; (vi) any encumbrance or restriction by reason of any applicable law, rule, regulation or order or required by any regulatory authority having jurisdiction over the Company or any Subsidiary or any of their businesses; and (vii) any encumbrance or restriction under any agreement or instrument that extends, renews, refinances or replaces any of the agreements or instruments containing any of the encumbrances or restrictions described in the foregoing clauses (a), (bi) and (cii), or in this clause (d), ; provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities Notes than those under or pursuant to the agreement evidencing the Indebtedness or instrument so extended, renewed, refinanced or replaced or are not more restrictive than those set forth (as determined in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from good faith by the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryCompany).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Parent nor the Company shall notwill, and shall they will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to to: (ia) pay dividends or make any other distribution distributions on its Equity InterestsCapital Stock to the Parent, (ii) the Company or any of the Restricted Subsidiaries, or pay any Indebtedness owed to the Company or a Restricted Subsidiary of the CompanyParent, (iii) make any Investment in the Company or a any of the Restricted Subsidiary of Subsidiaries; (b) make loans or advances to the Parent, the Company or any of the Restricted Subsidiaries; or (ivc) sell, lease or transfer any of its properties or assets to the Parent, the Company or any of the Restricted SubsidiarySubsidiaries. However, except the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) any encumbrance contractual encumbrances or restriction pursuant to an agreement restrictions in effect on the Issue Date or contained Date, including, without limitation, pursuant to Indebtedness in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; existence on the Issue Date; (b) this Indenture, the Notes, the Collateral Documents and Note Guarantees; (c) applicable law or any applicable rule, regulation or order; (d) any agreement or other instrument of a Person acquired by the Parent, the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restrictionrestriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (e) contracts for the sale of assets (including sale and lease back agreements), including, without limitation, customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (f) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.08 and 4.21 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or other restrictions on cash or deposits constituting Permitted Liens; (h) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (i) customary provisions contained in leases, subleases, licenses, sublicensor asset sale agreements and other agreements; (j) other Indebtedness or Preferred Stock, in each case, that is incurred or issued subsequent to the Issue Date that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, prohibited by this Indenture; provided, that such encumbrances and restrictions are not applicable to in the Company or any Restricted Subsidiary good faith judgment of the board of directors of the Parent, GLAI or the properties or assets of the Company or Company, any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing undercontained in such Indebtedness or such Preferred Stock shall not prohibit the payment of dividends in an amount sufficient, as determined by reason the board of or with respect to any agreement directors of the Company Parent, GLAI or the Company, in good faith, to make scheduled cash payments on the Notes when due; and (k) any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect referred to in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c)) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in this clause clauses (d), a) through (j) above; provided that the terms and conditions of any such encumbrances or restrictions are imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the board of directors of the Parent or the Company, not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth encumbrances and restrictions contained in such predecessor agreements and do not affect the Company’s and the Guarantors’ ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of the Notes, in each case as and when due. For purposes of determining compliance with this Indenture; Section 4.23, (1) 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 (e2) the subordination of loans or advances made to the Parent, the Company or a Restricted Subsidiary to other Indebtedness incurred by the Parent, the Company or any encumbrance such Restricted Subsidiary will not be deemed a restriction on the ability to make loans or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryadvances.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist exist, or become effective enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on its Equity InterestsCapital Stock or any other interest or participation in, (ii) or measured by, its profits owned by, or pay any Indebtedness owed to to, the Company or a Restricted Subsidiary of the Company, (iiib) make any Investment in loans or advances to the Company or a Restricted any Subsidiary of the Company or (ivc) transfer any of its properties or assets to the Company or to any Restricted SubsidiarySubsidiary of the Company, except except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (ai) restrictions imposed by applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, (iii) the Securities, this Indenture and the Security Documents, (iv) any encumbrance restrictions existing under or restriction pursuant to an agreement contemplated by agreements in effect on the Issue Date or contained Date, including, without limitation, restrictions under the Revolving Credit Facility and the 1996 Sale/Leaseback as both are in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; effect on such date, (bv) any encumbrance or restrictionrestrictions, with respect to a Restricted Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Datedate on which the Securities are originally issued, in existence at the time such Person becomes a Restricted Subsidiary of the Company and (but not incurred in connection with, or created in contemplation of, 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; (cvi) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements an agreement containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this a restriction permitted by clause (d)i) through (v) above, provided that the terms and conditions of any such encumbrances or -------- restrictions under this clause (vi) are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth being refinanced. Nothing contained in this Indenture; and Section 4.18 shall prevent the Company or any of its Subsidiaries from entering into any agreement (ex) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction 4.13 or encumbrance shall be effective only for a period from (y) restricting the execution and delivery sale or other disposition of assets or property securing Indebtedness evidenced by such agreement or instrument through a termination date not later than 270 days after such execution and deliveryprovided that the Company complies with Section 4.15.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (i) pay dividends or make other distributions to, or to pay any other distribution on its Equity Interestsobligation to, or to otherwise transfer assets or make or pay loans or advances to, the Company except (a) restrictions imposed by the Bank Credit Facilities, the Notes, the Contingent Notes, this Indenture, the Contingent Notes Indenture, the Subordinated Credit Facility, the Convertible Junior Subordinated Debentures (or the indenture in respect of the Convertible Junior Subordinated Debentures), the Ground Lease, the General Development Agreement, the Casino Operating Contract, the Completion Loan Agreement, the Indemnity Agreement, the HET Loan Guaranty or the Minimum Payment Guaranty Documents, (iib) pay reasonable and customary provisions restricting subletting or assignment of any Indebtedness owed to agreement entered into in the Company or a Restricted Subsidiary ordinary course of the Companybusiness, consistent with industry practices, (iiic) make restrictions imposed by applicable law or as a result of regulatory action, (d) restrictions under any Investment in the Company Acquired Indebtedness or a Restricted Subsidiary of the Company any agreement relating to any property, asset, or (iv) transfer any of its properties or assets to business acquired by the Company or any Restricted Subsidiaryof its Subsidiaries, except which restrictions existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired or to any property, asset or business other than the property, assets and business so acquired in each case, (ae) any such encumbrance or restriction pursuant to an agreement in effect existence on the Issue Date and any such other encumbrance or contained in any other indenture or instrument governing debt or preferred securities that are restriction no more restrictive than those in existence as of the Issue Date, including, without limitation, those contained in the agreements (as of the Issue Date) referred to in clause (a) of this Indenture; Section 5.12, (bf) any encumbrance or restriction, restrictions with respect solely to a Restricted Subsidiary that is not a Subsidiary of the Company imposed pursuant to a binding agreement (subject only to reasonable and customary closing conditions and termination provisions) which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to the Capital Stock or assets of such Subsidiary to be sold, (g) restrictions on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary transfer of the Company collateral (1) used to secure Indebtedness permitted to be incurred by this Indenture or (2) encumbered by Liens permitted by this Indenture and not (h) restrictions incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to with any asset sale for the Company or any Restricted Subsidiary or the properties or assets benefit of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery purchaser of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryassets.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any other Subsidiary of the Company on its Equity InterestsCapital Stock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or a Restricted any other Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or a Restricted any other Subsidiary of the Company Company, or (iviii) transfer any of its properties or assets to the Company or any Restricted Subsidiaryother Subsidiary of the Company (collectively, "Payment Restrictions"), except for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to an agreement the Senior Credit Facility as in effect on the Issue Date and any amendments, restatements, renewals, replacements or contained in any other indenture refinancings thereof; provided that such amendments, restatements, renewals, replacement or instrument governing debt or preferred securities that refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in this Indenture; the Senior Credit Facility immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any encumbrance instrument governing Indebtedness or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary Capital Stock of the Company on the Issue Date, in existence at the time such an Acquired 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 acquired by the Company or any Restricted Subsidiary of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of the Company or any Restricted Subsidiary Person, other than such Subsidiary which is becoming a Restricted Subsidiary; the Acquired Person, (cd) any encumbrance customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (e) purchase money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or restriction existing under, by reason of or with respect to any agreement disposition of the Company Capital Stock or any Restricted assets of such Subsidiary; provided that (1) such encumbrances restriction is only applicable to such Subsidiary or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securitiesassets, as determined in good faith by applicable, and such sale or disposition otherwise is permitted under the Company; (d) any encumbrance or restriction existing covenant described under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this IndentureSection 4.14; and (e) any encumbrance or restriction created pursuant to an asset sale agreementprovided, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummatedfurther, so long as that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery, and (g) Refinancing Indebtedness permitted under this Indenture; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to to: (i1) pay dividends or make any other distribution distributions on its Equity InterestsCapital Stock to the Company or any of its Restricted Subsidiaries, (ii) or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or a any of its Restricted Subsidiary of the Company, Subsidiaries; (iii2) make any Investment in loans or advances to the Company or a any of its Restricted Subsidiary of the Company Subsidiaries; or (3) sell, lease or (iv) transfer any of its properties or assets to the Company or any of its Restricted SubsidiarySubsidiaries. However, except the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) any encumbrance contractual encumbrances or restriction restrictions in effect (x) pursuant to an agreement a Credit Facility or related documents as in effect on the Issue Date, (y) pursuant to the Yankee Notes or related documents as in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (bz) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, including, without limitation, pursuant to Indebtedness in existence at on the time such Person becomes a Restricted Subsidiary Issue Date; (2) the Indenture and the Notes (and any Exchange Notes issued pursuant to the Registration Rights Agreement); (3) purchase money obligations or other obligations described in clause (2) of the Company and not incurred definition of “Permitted Debt” that, in connection witheach case, impose restrictions of the nature discussed in clause (3) above in the first paragraph of this Section 4.8 on the property so acquired; (4) applicable law or in contemplation ofany applicable rule, such regulation or order; (5) any agreement or other instrument of a Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Company Person, or the property or assets of the Person, so acquired; (6) contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the 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 4.9 and 4.12 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; (9) other Indebtedness or Preferred Stock of any Restricted Subsidiary (i) that is a Guarantor that is incurred subsequent to the Issue Date pursuant to Section 4.9 or (ii) that is incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to Section 4.9; (10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements; (12) agreements governing other Indebtedness permitted to be incurred under Section 4.9 hereof; provided that the restrictions therein either (i) are not materially more restrictive taken as a whole than those contained in agreements governing Indebtedness in effect on the Issue Date, or (ii) are not materially more disadvantageous to Holders than is customary in comparable financings (as determined by the Company in good faith) and in the case of (ii) either (x) the Company determines (in good faith) that such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of will not affect the Company’s ability to pay Cash Interest on the Notes or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1y) such encumbrances or restrictions apply only during the continuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness; and (13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph 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 (12) above; provided that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are ordinary and customary reasonable, taken as a whole, in light of the type of agreement involved and (2) market conditions existing at such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, time as determined in good faith by management of the Company; Company (d) any encumbrance or restriction existing under any agreement that extendsas evidenced by an Officers’ Certificate), renews, refinances or replaces which for the agreements containing the avoidance of doubt may provide for encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under contained in such predecessor agreements and/or prohibit the payment of dividends in an amount sufficient to make scheduled payments of principal or pursuant to pay Cash Interest on the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryNotes.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends or make any other distribution distributions on its Equity InterestsCapital Stock, (ii) or any other interest or participation in, or measured by, its profits, owned by the Company or any Subsidiary of the Company, or pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company, (iiib) make any Investment in loans or advances to the Company or a Restricted Subsidiary of the Company Company, or (ivc) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Indenture, (iii) customary nonassignment provisions of any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, except (aiv) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt Indebtedness of a person acquired by the Company or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time of such Person becomes a Restricted Subsidiary of the Company and not incurred in connection withacquisition, which encumbrance or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are restriction is not applicable to the Company or any Restricted Subsidiary person, or the properties or assets of any person, other than the Company person or its Subsidiaries so acquired, (v) Indebtedness existing on the Issue Date, including, without limitation, the Senior Notes, the Term Loan Facility and the Working Capital Facility or any Restricted Subsidiary other than refinancing, refunding, replacement or extension of the Senior Notes, the Term Loan Facility or the Working Capital Facility; provided that any such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing undercontained in any refinancing, by reason of refunding, replacement or with respect to any agreement extension of the Company Senior Notes, the Term Loan Facility or any Restricted Subsidiarythe Working Capital Facility shall be no more restrictive than such encumbrance or restriction contained in the Credit Agreement as in effect on the Issue Date, or (vi) Indebtedness permitted to be incurred under the indenture governing the Senior Notes, the Credit Agreement and this Indenture; provided that (1) any such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions contained in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not shall be no more restrictive than those set forth in this Indenture; and (e) any such encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long contained in the Credit Agreement as such restriction or encumbrance shall be effective only for a period from in effect on the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and deliveryIssue Date.