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

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or (b) pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, ; (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries; or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date hereof, (b) the Revolving Credit Agreement and the Gold Consignment Agreement as in effect as of the date hereof, and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)the Revolving Credit Agreement and the Gold Consignment Agreement as in effect on the date, (c) this Indenture and the Notes or Notes, and the Tranche B Senior Debenture Indenture and the Tranche B NotesSenior Debentures, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms hereof to be incurred, (f) customary non-assignment or net worth provisions, provisions in leases and other customary provisions, in leases or licenses contracts entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in the beginning of this clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereofPermitted Liens, (j) any instrument binding upon a Receivables Subsidiary, provided that such instrument does not bind the Company or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, any other Subsidiary of the Company or any of their respective properties or assets or (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions restriction with respect to a Restricted Subsidiary with respect to the issuance imposed 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 Restricted Subsidiary, (m) any agreement between GTN and holders Subsidiary pending the closing of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsdisposition.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective after the date of this Indenture any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Company to: (i)(aa) pay dividends or make any other distributions to the Issuer on or any in respect of its Restricted Subsidiaries on its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (b) pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries, (ii) make loans or advances or pay any Indebtedness or other obligation owed to the Issuer Company or any Guarantor (it being understood that the subordination of its Restricted Subsidiaries loans or advances made to the Company or any Guarantor to other Indebtedness incurred by the Company or any Guarantor shall not be deemed a restriction on the ability to make loans or advances); or (iiic) transfer any of its properties property or assets to the Issuer Company or any of its Restricted SubsidiariesGuarantor, except except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of of: (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d1) applicable law, ; (e2) this Indenture; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person and its Subsidiaries, so acquired; (5) the Credit Facility as entered into on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (funder the relevant circumstances), as determined in good faith by the Company’s Board of Directors, which determination will be conclusive; (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock of a Restricted Subsidiary permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction, as determined in good faith by the Company’s Board of Directors, which determination will be conclusive; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary non-assignment with respect to the type of Indebtedness being incurred (under the circumstances), as determined in good faith by the Company’s Board of Directors, which determination will be conclusive; (12) restrictions on cash or other deposits or net worth provisions, and other customary provisions, in leases or licenses imposed by customers under contracts entered into in the ordinary course of business; and (13) any encumbrances or restrictions imposed by any amendments, (g) purchase money obligations for property acquired that impose restrictions modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the nature described contracts, instruments or obligations referred to in clause clauses (iii1) above on the property so acquired, through (h4) Permitted Refinancing Indebtedness, and (6) through (12) above; provided that the restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing such Permitted Refinancing Indebtedness are substantially no good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive when taken as a whole with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales dividend or other sales of assets payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsrefinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (ai) Existing IndebtednessIndebtedness as in effect on the date hereof, (bii) any New the Senior Credit Facility (and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, and any other agreement governing or relating to Senior Debt, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings and other agreements are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)the Senior Credit Facility, (ciii) this Indenture as in effect on the date hereof, the Notes and the Notes or the Tranche B Indenture and the Tranche B NotesSubsidiary Guarantees, (div) applicable law, (ev) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation anticipation 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fvi) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gvii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired, (hviii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (iix) secured Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted pursuant to be incurred under this Indenturethe provisions of Section 4.12 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, (kx) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary provisions with respect to the issuance pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions property in joint venture agreements and other similar agreements entered into in the ordinary course of business and (xi) restrictions on cash or other similar agreementsdeposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (except contingent indemnification obligations) and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i)(aa)(i) pay dividends or make any other distributions to the Issuer Borrower or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any indebtedness Indebtedness owed to the Issuer Borrower or any of its Restricted Subsidiaries, ; (iib) make loans or advances to the Issuer Borrower or any of its Restricted Subsidiaries Subsidiaries; or (iiic) sell, lease or transfer any of its properties or assets to the Issuer Borrower or any of its Restricted Subsidiaries, ; except in each case for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.of:

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (b) any the New Credit Facility (as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date of this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Senior Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) by reason of customary non-assignment provisions in leases, licenses, encumbrances, contracts or net worth provisions, and other customary provisions, in leases or licenses similar assets entered into or acquired in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, refinanced or (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been entered into contained in agreements for the sale or disposition of all assets or substantially of all of the Capital Stock capital stock of Subsidiaries that are otherwise in compliance with the terms of this Indenture to the extent such agreements contain restrictions with respect to assets or assets the Subsidiary sold or disposed of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsthereunder.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason reasons of (ai) Existing IndebtednessIndebtedness as in effect on the date hereof, (bii) the Credit Agreement as in effect on the date hereof and any New Credit Facility (amendments, modifications, restatements, or Permitted Refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements and refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in this Indenture)the Credit Agreement as of the date hereof, (ciii) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (div) applicable law, (ev) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that in the case of Indebtedness, such Indebtedness is permitted by the terms of this Indenture to be incurred, (fvi) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gvii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired, (hviii) any agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, (ix) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (ix) secured Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted pursuant to be incurred under this Indenturethe provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness, (kxi) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary provisions with respect to the issuance pursuant to disposition or distribution of assets or property in an agreement that has been entered into Asset Sale (or in a transaction which, but for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiaryits size, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTNwould be an Asset Sale), or (n) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and (xii) restrictions on cash or other similar agreementsdeposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai)(A) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtednessagreements relating to Indebtedness as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions (including additional Warehouse Facilities), replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements relating to Indebtedness as in effect on the Issue Date, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (ec) any instrument governing Indebtedness Acquired Debt or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness Acquired Debt was incurred or such Capital Stock was issued or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that such Person is not taken into account in determining on a pro forma basis whether such acquisition subject to such Acquired Debt was permitted by the terms of this Indenture, (fd) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (ge) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, and (hf) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of its Restricted Subsidiaries on its Capital Stock or (b) pay any indebtedness owed to the Issuer or any of its Company’s other Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its the Company’s Restricted Subsidiaries or (iiic) transfer any of its such Restricted Subsidiary’s properties or assets to the Issuer Company or any of its the Company’s Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing Indebtednessexisting Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (bii) the Credit Documents as in effect as of the date of this Indenture, and any New Credit Facility (provided amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are substantially no not materially more restrictive when taken as a whole that with respect to such provisions than those contained in this Indenture)the Credit Documents on the date hereof, (ciii) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (div) applicable lawApplicable Law, (ev) any encumbrance or restriction (1) 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 (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness or Indebtedness, Capital Stock or assets of a Person acquired by the Issuer Company or any of its the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such instrument was created or such Indebtedness was incurred 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisionsprovided that, in leases or licenses entered into in the ordinary course case of businessIndebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, (gix) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing secured Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under Incurred pursuant to this Indenture, which is secured by a Lien permitted Indenture that limits the right of the debtor thereunder to be incurred under this Indenturedispose of the assets securing such Indebtedness, (kx) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales the sale of assets or Equity Interestsassets, including, including without limitation, limitation customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (mxi) any agreement between GTN and holders restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of its 6.62% Senior Notes due 2012Business, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (nxii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other similar agreementspayment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, ; (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries; or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness, Indebtedness as in effect on the date of this Indenture; (b) any the New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in effect as of the date of this Indenture), and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, ; (d) applicable lawlaw and any applicable rule, regulation or order; (e) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such that acquisition (except to the extent that such Indebtedness was incurred in connection with or created 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, that Indebtedness was permitted by the terms of this Indenture to be incurred; (f) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of business, business and consistent with past practices; (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiie) above on the property so acquired, ; (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales the sale of assets or Equity Interestsassets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted that Subsidiary, ; (mi) any agreement between GTN and holders of its 6.62% Senior Notes due 2012Permitted Refinancing Indebtedness, provided that such the restrictions terminate upon any sale or transfer of all or substantially all contained in the agreements governing that Permitted Refinancing Indebtedness are, in the good faith judgment of the common stock Company's board of directors, not materially less favorable, taken as a whole, to the Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced; (j) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets securing that Indebtedness; (k) restrictions on cash or assets other deposits or net worth imposed by customers under contracts entered into in the ordinary course of GTN, business; (l) other Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issuance Date pursuant to the provisions of Section 4.09 hereof; (nm) customary provisions in joint venture agreements or and other similar agreementsagreements entered into in the ordinary course of business; and (n) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of the Company, are necessary or advisable to effect that Receivables Facility.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries on its Capital Stock or (b) with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (ai) Existing IndebtednessIndebtedness and existing agreements as in effect on the date of this Indenture, (ii) any Credit Agreement containing any encumbrances or restrictions that are no more restrictive with respect to the provisions set forth in clauses (a), (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), and (c) this Indenture and above than the Notes or 1994 Credit Agreement as in effect on the Tranche B Indenture and the Tranche B Notesdate of its expiration, (diii) applicable lawlaw or regulation, (eiv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries Acquired Debt as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with with, or in contemplation of 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that the Consolidated Cash Flow of such Person shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (fv) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, or (gvi) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided as defined in Section 4.09 herein, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or (b) pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B A Indenture and the Tranche B A Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales the sale of assets or Equity Interestsassets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, Subsidiary or (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing the terms of any Indebtedness permitted by this Indenture to be incurred by any Subsidiary of the Company; provided, that, any such Indebtedness permits the payment of cash dividends to the Company in an amount sufficient to enable the Company to make payments of (A) interest required to be paid in respect of the Notes, (B) interest required to be paid in respect of the 1997 Notes, the 1998 Notes, the 1999 Notes and the 2001 Subordinated Notes and (C) after July 1, 2002, dividends required to be paid in respect of the Series A and Series B Preferred Stock and interest required to be paid in respect of the Notes, if issued, in each case, in accordance with the terms thereof (except during the continuance of a default or event of default under such other Indebtedness), (b) any New Existing Indebtedness or the PM&C Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken Facility, each as a whole that those contained in this Indenture)effect on the Closing Date, (c) this Indenture Indenture, the Notes, the Subsidiary Guarantees, the 1997 Indenture, the 1997 Notes and the 1997 Notes or Subsidiary Guarantees, the Tranche B Indenture 1998 Indenture, the 1998 Notes and the Tranche B Notes1998 Notes Subsidiary Guarantees, the 1999 Indenture, the 1999 Notes and the 1999 Notes Subsidiary Guarantees, and the 2001 Indenture, the 2001 Subordinated Notes and the 2001 Subordinated Notes Subsidiary Guarantees, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (f) by reason of customary non-assignment or net worth provisions, provisions in leases and other customary provisions, in leases or licenses contracts entered into in the ordinary course of business, business and consistent with past practices or (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been entered into for the sale of any Subsidiary or disposition of all or substantially all of the Capital Stock or its assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of that restricts distributions by that Subsidiary pending its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementssale.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock Interests or (bB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason reasons of (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (ci) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (dii) applicable law, (eiii) any instrument governing Indebtedness or Capital Stock Interests of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fiv) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gv) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired, (hvi) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (vii) Permitted Refinancing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, ; (iviii) secured Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary pursuant to the extent provisions of Section 4.12 hereof that limit the Board right of Directors determines that the debtor to dispose of the assets securing such encumbrances or Indebtedness; and (ix) restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales on cash or other sales of assets deposits or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been net worth imposed by customers under contracts entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai)(A) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries, or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (aA) Existing Indebtednessthe provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, (bB) any New Credit Facility the provisions of agreements governing Indebtedness incurred pursuant to clause (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in v) of the second paragraph of Section 4.09, (C) this Indenture), (c) this the Notes, and the 1997 Indenture and the Notes or the Tranche B Indenture and the Tranche B 1997 Notes, (dD) applicable law, (eE) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fF) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gG) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this clause (iii) above on the property so acquired, (hH) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (iI) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales the sale of assets or Equity Interestsassets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (mJ) any agreement between GTN agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to 4.09 and holders of its 6.62% Senior Notes due 2012, provided 4.12 that such restrictions terminate upon any sale or transfer of all or substantially all limit the right of the common stock debtor to dispose of the assets securing such Indebtedness, (K) restrictions on cash or assets other deposits or net worth imposed by customers under contracts entered into in the ordinary course of GTNbusiness, or (nL) customary provisions in joint venture agreements or and other similar agreementsagreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai)(A) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the Issue Date, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Existing Indebtedness as in effect on the Issue Date, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (dc) applicable law, (ed) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, (fe) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or and licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gf) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) agreements relating to the financing of the acquisition of real or tangible personal property acquired after the Issue Date, 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 Purchase Money Lien, (h) Permitted any restriction or encumbrance in the nature of clause (iii) above contained in contracts for sale of assets permitted by this Indenture in respect of the assets being sold pursuant to such contract, or (i) Refinancing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i)(ai) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; (bii) pay any indebtedness Indebtedness or other obligation owed to the Issuer Company or any of its Restricted Subsidiaries, ; (iiiii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries; (iv) sell, lease or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries; or (v) guarantee the obligations of the Company evidenced by the Notes or any renewals, refinancings, exchanges, refundings or extensions thereof, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (eb) any instrument governing Indebtedness or Capital Stock of a Person or any property or other asset acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, (fc) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gd) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiiiv) above on the property so acquired, (he) Permitted Refinancing Indebtedness, Debt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, or (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (jf) any instrument Purchase Money Note, or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing other Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions contractual requirements incurred with respect to a Restricted Subsidiary with respect Qualified Receivables Transaction relating to the issuance 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 Restricted a Receivables Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing IndebtednessIndebtedness as in effect on the date hereof, (bii) the Senior Credit Facilities and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, and any other agreement governing or relating to Senior Debt, provided that any such restrictions contained therein are substantially amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings and other agreements are, taken as a whole, no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)the Senior Credit Facilities, (ciii) this Indenture as in effect on the date hereof, the Notes and the Notes or the Tranche B Indenture and the Tranche B NotesSubsidiary Guarantees, (div) applicable law, (ev) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation anticipation 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fvi) by reason of customary non-assignment or net worth provisions, provisions in leases and other customary provisions, in leases or licenses agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (gvii) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired, (hviii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (iix) secured Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted pursuant to be incurred under this Indenturethe provisions of Section 4.12 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, (kx) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (xii) any instrument agreement for the sale or agreement governing Indebtedness or obligations other disposition of a Restricted Subsidiary to the extent that the Board of Directors determines restricts distributions by that such encumbrances or restrictions generally protect or enhance the ability of such Restricted Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales pending its sale or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsdisposition.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, ; (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries; or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date hereof, (b) the Revolving Credit Agreement and the Gold Consignment Agreement as in effect as of the date hereof, and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)the Revolving Credit Agreement and the Gold Consignment Agreement as in effect on the date, (c) this Indenture and the Notes or Debentures, and the Tranche B Senior Note Indenture and the Tranche B Senior Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms hereof to be incurred, (f) customary non-assignment or net worth provisions, provisions in leases and other customary provisions, in leases or licenses contracts entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in the beginning of this clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereofPermitted Liens, (j) any instrument binding upon a Receivables Subsidiary, provided that such instrument does not bind the Company or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, any other Subsidiary of the Company or any of their respective properties or assets or (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions restriction with respect to a Restricted Subsidiary with respect to the issuance imposed 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 Restricted Subsidiary, (m) any agreement between GTN and holders Subsidiary pending the closing of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsdisposition.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer DBS Corp shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) pay dividends or make any other distributions to the Issuer DBS Corp or any of its Restricted Subsidiaries on its Capital Stock or (b) with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Issuer DBS Corp or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer DBS Corp or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer DBS Corp or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (ai) Existing IndebtednessIndebtedness and existing agreements as in effect on the date of this Indenture, (ii) any Credit Agreement containing any encumbrances or restrictions that are no more restrictive with respect to the provisions set forth in clauses (a), (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), and (c) this Indenture and above than the Notes or 1994 Credit Agreement as in effect on the Tranche B Indenture and the Tranche B Notesdate of its expiration, (diii) applicable lawlaw or regulation, (eiv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries Acquired Debt as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with with, or in contemplation of 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that the Consolidated Cash Flow of such Person shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (fv) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, or (gvi) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided as defined in Section 4.9 herein, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective after the date of this Indenture any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Company to: (i)(aa) pay dividends or make any other distributions to the Issuer on, or any of its Restricted Subsidiaries on in respect of, its Capital Stock or Stock; (b) pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries, (ii) make loans or advances or pay any Indebtedness or other obligation owed to the Issuer Company or any of its Restricted Subsidiaries Guarantor; or (iiic) transfer any of its properties property or assets to the Issuer Company or any of its Restricted SubsidiariesGuarantor, except except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of of: (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d1) applicable law, rule, regulation or order; (e2) this Indenture, the Other Notes Indenture, the Security Documents, the security documents relating to the Other Notes, the Intercreditor Agreement, the Notes, the Other Notes, the Existing Secured Notes (including the Senior Secured Debt Documents related to the Existing Secured Notes), the 2027 5.50% Notes, the 2027 7.50% Notes, the 2029 4.625% Notes, the 2029 4.875% Notes and the guarantees in respect thereof; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person and its Subsidiaries, so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (funder the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other 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; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary non-assignment with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth provisions, and other customary provisions, in leases or licenses imposed by customers under contracts entered into in the ordinary course of business; (13) any encumbrances or restrictions imposed by any amendments, (g) purchase money obligations for property acquired that impose restrictions modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the nature described contracts, instruments or obligations referred to in clause clauses (iii1) above on the property so acquired, through (h4) Permitted Refinancing Indebtedness, and (6) through (12) above; provided that the restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing such Permitted Refinancing Indebtedness are substantially no good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive when taken as a whole with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales dividend or other sales of assets payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, refinancing; (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n14) customary provisions in joint venture agreements or venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Lessee shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) pay dividends or make any other distributions to the Issuer Lessee or any of its Restricted Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) pay any indebtedness owed to the Issuer Lessee or any of its Restricted Subsidiaries, (iic) make loans or advances to the Issuer Lessee or any of its Restricted Subsidiaries or (iiid) transfer any of its properties or assets to the Issuer Lessee or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing Indebtedness, (bii) any New the Operative Documents, the Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture)Agreement, (c) this Indenture the 1998 Note Purchase Agreement and the Notes or the Tranche B Indenture and the Tranche B 1998 Fixed Rate Senior Notes, (diii) applicable law, (eiv) any instrument governing Indebtedness or Capital Stock Interests of a Person acquired by the Issuer Lessee or any of its Restricted Subsidiaries as in effect at the time of such acquisition Acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation of such acquisitionAcquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (fv) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiid) above on the property so acquired, (hvii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, refinanced or (iviii) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing other Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary subsequent to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available Restatement Effective Date pursuant to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales provisions of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012Section 5.21 hereof, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions are no more restrictive than those contained in joint venture agreements or other similar agreementsthis Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai) (a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness, Indebtedness as in effect on the date of this Indenture (b) any New the Senior Credit Facility (as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the date of this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Financing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing secured Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted pursuant to be incurred under this Indenturethe provisions of the covenant described in Section 4.12 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary provisions with respect to the issuance pursuant to an agreement that has been disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into for in the sale ordinary course of business, (1) restrictions on cash or disposition other deposits or net worth imposed by customers under contracts entered into in the ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiarybusiness, (m) any agreement between GTN and holders Purchase Money Note, or other Indebtedness or other contractual requirements of its 6.62% Senior Notes due 2012, a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTNapply only to such Securitization Entity, or (n) other Indebtedness of a Restricted Subsidiary that is a Guarantor permitted to be incurred subsequent to the date of this Indenture pursuant to the provisions of the covenant described in Section 4.9 hereof; provided that any such restrictions are ordinary and customary provisions with respect to the type of Indebtedness or preferred stock being incurred or issued (under the relevant circumstances), and (o) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in joint venture agreements clauses (a) through (n) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Managers, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other similar agreementspayment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Amkor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Amkor or any of its Restricted Subsidiaries (A) on its Capital Stock such Restricted Subsidiary's Equity Interests or (bB) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary's profits or (ii) pay any indebtedness owed to the Issuer Amkor or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Amkor or any of its Restricted Subsidiaries Subsidiaries, or (iiic) transfer any of its properties or assets to the Issuer Amkor or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (aI) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture)effect on the date hereof, (cII) this Indenture and the Notes or the Tranche B Indenture and the Tranche B NotesAgreement, (dIII) applicable law, (eIV) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Issuer Amkor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (fV) customary non-assignment or net worth provisionsprovisions in leases, licenses, and other customary provisions, in leases or licenses contracts entered into in the ordinary course of businessbusiness and consistent with past practices, (gVI) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iiic) above on the property so acquiredpreceding, (hVII) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances, or transfers by such Restricted Subsidiary pending its sale or other disposition, (VIII) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (iIX) agreements entered into with respect to Liens LOAN AND SECURITY AGREEMENT securing Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted pursuant to be incurred under this Indenturethe provisions of Section 10.2.7 that limit the right of Amkor or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (kX) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary provisions with respect to the issuance pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (XI) restrictions on cash or other similar agreementsdeposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (XII) any Receivables Program for any Subsidiary of Amkor which is not a Borrower, and (XIII) any restriction imposed pursuant to contracts for the sale of assets with respect to the transfer of the assets to be sold pursuant to such contract.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Issuers shall not, and shall not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary which is not a Subsidiary Guarantor to (i)(a) pay dividends or make any other distributions to the Issuer Issuers or any of its their respective Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Issuers or any of its their respective Restricted Subsidiaries, (ii) make loans or advances to the Issuer Issuers or any of its their respective Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Issuers or any of its their respective Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (b) any New the Credit Facility (as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in the Credit Facility as in effect on the date of this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Issuers or any of its their respective Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) which encumbrance or restriction is not applicable to any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock property or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of other than the common stock property or assets of GTNsubject to such Lien, or (nj) customary provisions in joint venture agreements or other similar agreementsrestrictions applicable to a Receivables Subsidiary arising from a Receivables Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai)(x) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any indebtedness owed by it to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any Restricted Subsidiaries of its Restricted Subsidiariesthe Company, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtednessthe Credit Facility as in effect as of the date of this Exchange Debenture Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Agreement, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or any other Credit Agreements are no more restrictive taken as a whole with respect to such dividend and other payment restrictions than those contained in the Credit Facility as in effect on the date of this Exchange Debenture Indenture, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture)Exchange Debenture Indenture and the Exchange Debentures, (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (ed) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, such Indebtedness or Disqualified Stock was permitted by the terms of this Exchange Debenture Indenture to be incurred, (fe) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases and customary provisions in other agreements that restrict assignment of such agreements or licenses rights thereunder, entered into in the ordinary course of businessbusiness and consistent with past practices, (gf) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, acquired or (hg) Permitted Refinancing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing IndebtednessIndebtedness as in effect on the date hereof, (bii) the Senior Credit Facilities and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, and any other agreement governing or relating to Senior Debt, provided that any such restrictions contained therein are substantially amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings and other agreements are, taken as a whole, no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)the Senior Credit Facilities, (ciii) this Indenture as in effect on the date hereof, the Notes and the Notes or the Tranche B Indenture and the Tranche B NotesSubsidiary Guarantees, (div) applicable law, (ev) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation anticipation 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fvi) by reason of customary non-assignment or net worth provisions, provisions in leases and other customary provisions, in leases or licenses agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (gvii) purchase money obligations (including Capital Lease Obligations) for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) ordinary course of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent business that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.impose

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (eb) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, (fc) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gd) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, acquired or (he) Permitted Refinancing Indebtedness, provided that that, the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company or the Company to (i)(ai)(x) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) the Indenture, the Notes, Existing IndebtednessIndebtedness and the Senior Credit Facility as in effect on the Issue Date, any other Credit Facility hereafter in effect provided to the extent its provisions are no more restrictive than those in the Senior Credit Facility as it is in effect on the Issue Date and any future Liens that may be permitted to be granted under, or incurred not in violation of, any other provisions of the Indenture, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (ec) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.except

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any such Restricted Subsidiary to (i)(aa) (i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing Indebtednessthe First Mortgage Bonds, (b) any New the Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture)Facility, (c) this the Receivables Financing, the Pollution Control Obligations, the Securitization Transaction, the Indenture and the Notes or the Tranche B Indenture and the Tranche B Senior Notes, ; (dii) applicable law, law or regulation; (eiii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, ; (fiv) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of business, business and consistent with past practice; (gv) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on in the property so acquired, ; (hvi) any contract for the sale of 100% of the Capital Stock of a Restricted Subsidiary; or (vii) Permitted Refinancing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai) pay dividends or make any other distributions on its Capital Stock to the Issuer Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries; or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of (a) Existing Indebtednessthis Indenture and any amendments, (b) any New Credit Facility (modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that any such restrictions contained therein the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture), (cii) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (diii) applicable law, (eiv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fv) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) above on of the property so acquiredpreceding paragraph, (hvii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (iix) Liens securing Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted the provisions of Section 4.12 hereof that limit the right of the debtor to be incurred under this Indenturedispose of the assets subject to such Liens, (kx) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary provisions with respect to the issuance pursuant to an agreement that has been disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiarybusiness, (mxi) any agreement between GTN and holders Indebtedness or other contractual requirements of its 6.62% Senior Notes due 2012a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions terminate upon any sale apply only to such Receivables Subsidiary or transfer of all or substantially all of the common stock or assets of GTN, or receivables which are subject to the Qualified Receivables Transaction and (nxii) customary provisions in joint venture agreements restrictions on cash or other similar agreementsdeposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (b) any the New Credit Facility (as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date of this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms hereof to be incurred, (f) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided any agreement for the sale or other disposition of a Restricted Subsidiary that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinancedrestricts distributions by that Restricted Subsidiary pending its sale or other disposition, (i) Liens securing Indebtedness otherwise permitted to be incurred pursuant to item (xii) the provisions of Section 4.12 hereof that limit the right of the second paragraph Company or any of Section 4.09 hereofits Restricted Subsidiaries to dispose of the assets subject to such Lien, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary provisions with respect to the issuance pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions property in joint venture agreements and other similar agreements entered into in the ordinary course of business and (k) restrictions on cash or other similar agreementsdeposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective after the date of this Indenture any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Company to: (i)(aa) pay dividends or make any other distributions to the Issuer on or any in respect of its Restricted Subsidiaries on its Capital Stock or Stock; (b) pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries, (ii) make loans or advances or pay any Indebtedness or other obligation owed to the Issuer Company or any of its Restricted Subsidiaries Guarantor; or (iiic) transfer any of its properties property or assets to the Issuer Company or any of its Restricted SubsidiariesGuarantor, except except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of of: (a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d1) applicable law, rule, regulation or order; (e2) this Indenture, the Notes and the Guarantees; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property properties or assets of the Person and its Subsidiaries, so acquired; (5) the Credit Agreement as entered into on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (funder the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Existing Notes; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other 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; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary non-assignment with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth provisions, and other customary provisions, in leases or licenses imposed by customers under contracts entered into in the ordinary course of business; (13) any encumbrances or restrictions imposed by any amendments, (g) purchase money obligations for property acquired that impose restrictions modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the nature described contracts, instruments or obligations referred to in clause clauses (iii1) above on the property so acquired, through (h4) Permitted Refinancing Indebtedness, and (6) through (12) above; provided that the restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing such Permitted Refinancing Indebtedness are substantially no good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive when taken as a whole with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales dividend or other sales of assets payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, refinancing; (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n14) customary provisions in joint venture agreements or and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date of hereof, (b) any the New Credit Facility (Agreement as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in this the New Credit Agreement as in effect on the date of the Indenture), (c) this the Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment or net worth provisions, provisions in leases and other customary provisions, in leases or licenses agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing secured Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted pursuant to be incurred under this Indenturethe provisions of Section 4.12 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary provisions with respect to the extent that disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the Board ordinary course of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuerbusiness, (l) IPP Sale Agreements and other contracts for Asset Sales restrictions on cash or other sales of assets deposits or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been net worth imposed by customers under contracts entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiarybusiness, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012purchase money obligations or other Indebtedness or contractual requirements incurred in connection with or permitted by Section 4.16 hereof, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture any Equipment Financing Guarantees, and (o) restrictions on transfers of assets pursuant to agreements or other similar agreementsrelating to a Dealer Financing Program.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions on its Capital Stock to the Issuer Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (a1) agreements governing Existing IndebtednessIndebtedness and Credit Facilities as in effect on the Issue Date and any amendments, (b) any New Credit Facility (modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date, (2) this Indenture), (c) this Indenture the Notes and the Notes or the Tranche B Indenture and the Tranche B Notes, Subsidiary Guarantees; (d3) applicable lawlaw or any applicable rule, regulation or order of any court or governmental authority; (e4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (f5) customary non-assignment provisions in any contract or net worth provisions, and other customary provisions, in leases or licenses lease entered into in the ordinary course of business, business and consistent with past practices; (g6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) above on of this Section 4.08; (7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (h) 8) Permitted Refinancing Indebtedness, ; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, ; (i9) Liens securing Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenturethe provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, which is asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) secured by a Lien Indebtedness otherwise permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary pursuant to the extent provisions of Section 4.12 hereof that limit the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all right of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all debtor to dispose of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementssecuring the Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai)(x) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtednessthe Senior Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the date of this Indenture, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (dc) applicable law, (ed) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fe) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gf) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, or (hg) Permitted Refinancing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) pay dividends or make any other distributions to the Issuer Borrower or any of its the Restricted Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) pay any indebtedness owed to the Issuer Borrower or any of its the Restricted Subsidiaries, (iic) make loans or advances to the Issuer Borrower or any of its the Restricted Subsidiaries or (iiid) transfer any of its properties or assets to the Issuer Borrower or any of its the Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (cii) this Indenture Agreement, the 1998 Note Purchase Agreement, the 1998 Fixed Rate Senior Notes, the 2000 Note Purchase Agreement and the Notes or the Tranche B Indenture and the Tranche B 2000 Notes, (diii) applicable law, (eiv) any instrument governing Indebtedness or Capital Stock Interests of a Person acquired by the Issuer Borrower or any of its the Restricted Subsidiaries as in effect at the time of such acquisition Acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation of such acquisitionAcquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (fv) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiid) above on the property so acquired, (hvii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, refinanced or (iviii) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing other Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary subsequent to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available Restatement Effective Date pursuant to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales provisions of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012Section 8.05, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions are no more restrictive than those contained in joint venture agreements or other similar agreementsthis Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any of its Restricted Subsidiary to (i)(a) Subsidiaries to: pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or (b) pay any indebtedness owed to the Issuer 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 any of its Restricted Subsidiaries; make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries; or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of (athe Credit Facilities, including the Vulcan Backstop Facility, and, only with respect to the Vulcan Backstop Facility, whether or not any Indebtedness is outstanding on the Issue Date) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture)effect on the Issue Date, (c) including the Vulcan Backstop Facility; this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) ; applicable law, (e) ; any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, (f) in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; customary non-assignment or net worth provisionsprovisions in leases, franchise agreements and other customary provisions, in leases or licenses commercial agreements entered into in the ordinary course of business, (g) business and consistent with past practices; purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iii3) above on of the property so acquired, (h) preceding paragraph; any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (i) ; Liens securing Indebtedness or other obligations otherwise permitted to be incurred pursuant to item (xii) under Section 4.14 that limit the right of the second paragraph Company or any of Section 4.09 hereof, (j) any instrument its Restricted Subsidiaries to dispose of the assets subject to such Lien; provisions with respect to the disposition or agreement governing distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; restrictions contained in the terms of Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, Section 4.10; provided that such restrictions terminate upon any sale are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or transfer of all or substantially all individually of the common stock or assets of GTNCredit Facilities as in effect on the Issue Date and the terms contemplated by the Vulcan Backstop Facility; and restrictions that are not materially more restrictive, or (n) taken as a whole, than customary provisions in joint venture agreements or other similar agreementscomparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers' ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries Subsidiary (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted SubsidiariesSubsidiary, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiary or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtednessexisting Debt as in effect on the Issue Date, (b) any New the Senior Credit Facility (as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)the Senior Credit Facility as in effect on the Issue Date, (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness Debt or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent that such Indebtedness Debt 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Debt, such Debt was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) Capital Lease Obligations and purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, or (h) Permitted Refinancing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness Debt being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai) (a) pay dividends or make any other distributions to the Issuer Parent or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Parent or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Parent or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Parent or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the Effective Date, (b) this Agreement as in effect as of the Effective Date, and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)Agreement as in effect on the Effective Date, (c) this Indenture the Senior Notes, any Subsidiary Guarantee thereof and the Notes or the Tranche B Indenture and the Tranche B NotesIndenture, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Issuer Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 Equity Interests, properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the Equity Interests, property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (f) by reason of customary non-assignment or net worth provisions, and other customary provisions, nonassignment provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) customary restrictions in asset or stock sale agreements limiting transfer of such assets or stock pending the closing of such sale, (i) customary non-assignment provisions in contracts entered into in the ordinary course of business, (j) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument Purchase Money Note, or agreement governing other Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions contractual requirements incurred with respect to a Restricted Subsidiary with respect Qualified Receivables Transaction relating to the issuance 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 Restricted a Receivables Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (ai) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture)effect on the date hereof, (cii) this Indenture and the Notes or and the Tranche B Senior Subordinated Notes Indenture and the Tranche B Senior Subordinated Notes, (diii) applicable law, (eiv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fv) customary non-assignment or net worth provisionsprovisions in leases, licenses and other customary provisions, in leases or licenses contracts entered into in the ordinary course of businessbusiness and consistent with past practices, (gvi) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iiic) above on the property so acquiredabove, (hvii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition, (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (iix) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions agreements entered into with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.to

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary (other than a Guarantor) to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (bii) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (dii) applicable law, (eiii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries Acquired Debt as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with with, or in contemplation of 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that the Consolidated Cash Flow of such Person shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (fiv) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gv) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, refinanced or (nvi) customary provisions in joint venture agreements or other similar agreementsthe Bank Debt.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company or the Company to: (i)(ai) (x) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, ; (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries; or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such . However the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (a) agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (collectively, for the purposes of this Section 4.08, "amendments") of any such agreements or any Existing IndebtednessIndebtedness to which such agreements relate, provided that such amendments are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in such agreement, as in effect on the Issue Date; (b) any New Credit Facility (provided that any such restrictions contained therein in effect after the Issue Date to the extent its provisions are substantially no more restrictive when taken as a whole that with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in this Indenture), the Term Loan Agreement or the Senior Credit Facility as in effect on the Issue Date; (c) this Indenture Indenture, the Notes, the Exchange Notes and the Notes Subsidiary Guarantees, or any other indenture governing debt securities issued by the Tranche B Indenture Company or any Guarantor that are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained herein and the Tranche B Notes, ; (d) any future Liens that may be permitted to be granted under, or incurred not in violation of, any other provisions hereof; (e) applicable law, ; (ef) any instrument governing Indebtedness or Capital Stock Stock, or any other agreement relating to any property or assets, of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except with respect to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its Subsidiariesor such Person's subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms hereof to be incurred; (fg) restrictions of the nature described in clause (iii) above by reason of customary non-assignment or net worth provisionsprovisions in contracts, agreements, licenses and other customary provisions, in leases or licenses entered into in the ordinary course of business, ; (gh) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, ; (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions restriction with respect to a Restricted Subsidiary with respect to of the issuance Company imposed 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 Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (j) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof, and not in violation of Section 4.12 hereof, that limit the right of the debtor to dispose of assets securing such Indebtedness; (k) Permitted Refinancing Indebtedness in respect of Indebtedness referred to in clauses (a), (mb), (c), (f), (h) any agreement between GTN and holders (j) of its 6.62% Senior Notes due 2012this paragraph, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend, distribution or other payment restrictions terminate upon any sale and loan or transfer investment restrictions than those contained in the agreements governing the Indebtedness being refinanced; and (l) provisions with respect to the disposition or distribution of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or and other similar agreementsagreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness and Liens with respect thereto as in effect or entered into on the date hereof, (b) any the New Bank Credit Facility (as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)the New Bank Credit Facility as in effect on the date hereof, (c) this Indenture Indenture, the Notes and the Notes or the Tranche B Indenture and the Tranche B NotesSubsidiary Guarantees, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment provisions in (A) leases, licenses, encumbrances, contracts or net worth provisions, and other customary provisions, in leases or licenses similar assets entered into or acquired in the ordinary course of business, (B) any agreement to transfer, or option or right with respect to the transfer of, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture or (C) by virtue of provisions of security agreements or mortgages securing Indebtedness of a Restricted Subsidiary that is not otherwise prohibited by this Indenture to the extent that such provisions restrict the transfer of the property or assets subject to the Lien created thereby, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions restriction with respect to a Restricted Subsidiary with respect to the issuance imposed 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 Restricted Subsidiary, Subsidiary or (mi) any agreement between GTN and holders of its 6.62% Senior Notes due 2012Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such restrictions terminate upon any sale or transfer of all or substantially all of Permitted Refinancing Indebtedness are no more restrictive than those contained in the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsgoverning the Indebtedness being refinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, ; (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries Subsidiaries; or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ar) Existing IndebtednessIndebtedness as in effect on the Series A/B Issue Date, (bs) any New the Senior Credit Facility (as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the Series A/B Issue Date, (t) this Indenture), (c) this Indenture the Series A/B Indenture, the Notes, and the Notes or the Tranche B Indenture and the Tranche Series A/B Notes, (du) applicable law, (ev) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisionsprovided that, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.case

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions on its Capital Stock to the Issuer Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (a1) agreements governing Existing IndebtednessIndebtedness and Credit Facilities as in effect on the Issue Date and any amendments, (b) any New Credit Facility (modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in this those agreements on the Issue Date; (2) This Indenture), (c) this Indenture the Notes and the Notes or the Tranche B Indenture and the Tranche B Notes, Subsidiary Guarantees; (d3) applicable lawlaw or any applicable rule, regulation or order of any court or governmental authority; (e4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (f5) customary non-assignment provisions in any contract or net worth provisions, and other customary provisions, in leases or licenses lease entered into in the ordinary course of business, business and consistent with past practices; (g6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) above on of this Section 4.08; (7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (h) 8) Permitted Refinancing Indebtedness, ; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, ; (i9) Liens securing Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenturethe provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, which is asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) secured by a Lien Indebtedness otherwise permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary pursuant to the extent provisions of Section 4.12 hereof that limit the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all right of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all debtor to dispose of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementssecuring the Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, 82 directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i)(aa) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries Subsidiary (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any indebtedness Indebtedness owed to the Issuer or any of its Restricted Subsidiaries, Subsidiary; (iib) make loans or advances to the Issuer or any of its Restricted Subsidiaries Subsidiary; or (iiic) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries, Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of: (1) (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Senior Credit Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (a2) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, Subsidiary Guarantees; (d3) applicable lawlaw or any applicable rule, regulation or order; (e4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or any 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 Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) including any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions restriction with respect to a Restricted Subsidiary with respect to the issuance imposed 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 Restricted Subsidiary, ; (m6) any agreement between GTN Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and holders of its 6.62% Senior Notes due 2012, provided Section 4.12 that such restrictions terminate upon any sale or transfer of all or substantially all limit the right of the common stock or debtor to dispose of the assets of GTN, or securing such Indebtedness; (n7) customary provisions in joint venture agreements restrictions on cash or other similar agreements.deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or consistent with past practice or industry norm or arising in connection with any Permitted Liens; 83

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Issuer Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits or (bii) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of: (i) agreements governing Credit Facilities as in effect on the date of (a) Existing Indebtednessthis Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, (bii) agreements governing Indebtedness incurred under Credit Facilities by Foreign Subsidiaries if (x) the Board of Directors of the Company determines at the time that any New Credit Facility agreement governing such Indebtedness is entered into (provided and at the time of any modification of any such encumbrance or restriction) that any such restrictions contained therein are substantially no encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and (y) the encumbrance or restriction is not materially more restrictive when taken disadvantageous to the holders of Notes than is customary in comparable financings or agreements (as a whole that those contained in this Indenturedetermined by the Company’s Board of Directors), (ciii) this Indenture Indenture, the Notes and the Notes or Subsidiary Guarantees as in effect on the Tranche B Indenture and the Tranche B Notesdate of this Indenture, (div) applicable lawlaw and any applicable rule, regulation or order, (ev) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into provided that in the ordinary course case of business, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that such Indebtedness was permitted by the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 terms hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.,

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions on its Capital Stock to the Issuer Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (a1) agreements governing Existing IndebtednessIndebtedness and Credit Facilities as in effect on the Issue Date and any amendments, (b) any New Credit Facility (modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in this Indenture)those agreements on the Issue Date, (c2) this Indenture This Indenture, the Notes and the Notes or the Tranche B Indenture and the Tranche B Notes, Subsidiary Guarantees; (d3) applicable lawlaw or any applicable rule, regulation or order of any court or governmental authority; (e4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted 47 Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (f5) customary non-assignment provisions in any contract or net worth provisions, and other customary provisions, in leases or licenses lease entered into in the ordinary course of business, business and consistent with past practices; (g6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) above on of this Section 4.08; (7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (h) 8) Permitted Refinancing Indebtedness, ; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, ; (i9) Liens securing Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenturethe provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, which is asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) secured by a Lien Indebtedness otherwise permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary pursuant to the extent provisions of Section 4.12 hereof that limit the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all right of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all debtor to dispose of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementssecuring the Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai) (a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness or other obligations owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or Subsidiaries, (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted SubsidiariesSubsidiaries or (iv) guarantee the Notes or any renewals or refinancings thereof, in each case except for such encumbrances or restrictions (other than encumbrances and restrictions in respect of clause (iv) of this sentence) existing under or by reason of (a) Existing Indebtedness, (b) the Credit Agreement and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in this Indenture)the Credit Agreement, (c) the Notes, any Guarantee thereof and this Indenture and the Notes or the Tranche B Indenture and the Tranche B NotesIndenture, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Equity Interests, properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the Equity Interests, property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by this Indenture, (f) by reason of customary non-assignment or net worth provisions, and other customary provisions, nonassignment provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquiredacquired or proceeds therefrom, (h) customary restrictions in asset or stock sale agreements limiting transfer of such assets or stock pending the closing of such sale, (i) customary non-assignment provisions in contracts entered into in the ordinary course of business, or (j) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (b) any New the Senior Credit Facility (as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the date of this Indenture), (c) this Indenture Indenture, the Notes, the Exchange Notes and the Notes or the Tranche B Indenture and the Tranche B NotesSubsidiary Guarantees, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) by reason of customary non-assignment or net worth provisions, and other customary provisions, subletting provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtednessin the case of clause (iii) above, provided that the restrictions contained in the security agreements governing such Permitted Refinancing or mortgages securing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that such restrictions restrict the Board transfer of Directors determines that the property subject to such encumbrances security agreements or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuermortgages, (li) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions any restriction with respect to a Restricted Subsidiary with respect to the issuance imposed 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 Restricted Subsidiary, (m) any agreement between GTN and holders Subsidiary pending the closing of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTNdisposition, or (nj) customary provisions Permitted Refinancing Indebtedness; provided that the restrictions contained in joint venture the agreements or other similar agreementsgoverning such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer No Loan Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, indirectly create or otherwise cause permit to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or (b) pay any indebtedness owed to the Issuer Borrower or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Borrower or any of its Restricted Subsidiaries; (iib) make loans or advances to the Issuer Borrower or any of its Restricted Subsidiaries Subsidiaries; or (iiic) transfer any of its properties or assets to the Issuer Borrower or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (ai) agreements governing Existing Indebtedness, (b) the Senior Note Indenture and the Asset-Based Facility each as in effect on the Closing Date and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that any such restrictions contained therein the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no not materially more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in this Indenture), those agreements on the Closing Date; (cii) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, Loan Documents; (diii) applicable law, Law; (eiv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of the acquisition by the Borrower or any of its Restricted Subsidiaries of such acquisition Person or the properties or assets of such Person (except to the extent that such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (fv) customary non-assignment or net worth provisions, provisions in contracts and other customary provisions, in leases or licenses entered into in the ordinary course of business, ; (gvi) construction loans and purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property constructed, purchased or leased of the nature described in clause (iiic) above on of the property so acquired, preceding paragraph; (hvii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (viii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no not materially more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, ; (iix) Indebtedness incurred pursuant secured by Permitted Liens that limit the right of the debtor to item dispose of the assets subject to such Liens; (x) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 8.03; (xi) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Borrower's board of directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; and (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales on cash or other sales of assets deposits or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been net worth imposed by customers under contracts entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Holding shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Holding or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Holding or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Holding or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Holding or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (b) the Credit Agreement as in effect as of the date of this Indenture, and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when taken in the aggregate (as a whole that determined in the good faith judgment of Holding's Board of Directors) with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of this Indenture), (c) this Indenture and the Notes or Debentures and the Tranche B Note Indenture and the Tranche B Notes, (d) any applicable law, rule, regulation or order, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Holding or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiie) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, in the good faith judgment of Holding's Board of Directors, taken as a whole whole, to the Holders of Debentures than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales the sale of assets or Equity Interestsassets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (mj) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements on cash or other similar agreementsdeposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (k) other Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issuance Date pursuant to the provisions of Section 4.09 hereof.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause suffer to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries distribution on its Capital Stock or (b) pay any indebtedness owed to the Issuer or any of its Restricted SubsidiariesStock, (ii) make loans or advances pay any Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iiiiv) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiariesother Subsidiary, except for such encumbrances or restrictions existing under or by reason of for: (a) Existing Indebtedness, any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any New Credit Facility (provided encumbrance or restriction, with respect to a Subsidiary that any such restrictions contained therein are substantially no more restrictive when taken as is not a whole that those contained Subsidiary of the Company on the Issue Date, in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect existence at the time such Person becomes a Subsidiary of such acquisition (except to the extent that such Indebtedness was Company and not incurred in connection with with, or in contemplation of 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, becoming a Subsidiary; (fc) customary non-assignment or net worth provisionssubletting provisions of any lease, and license or other customary provisions, in leases or licenses contract; (d) any restriction entered into in the ordinary course of business, (g) purchase money obligations for property acquired that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions business contained in the agreements governing such Permitted Refinancing any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in the Credit Agreement or any other agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the Board terms and conditions of Directors determines that any such encumbrances or restrictions generally protect are no more restrictive in any material respect than those under or enhance the ability of such Subsidiary to make funds available pursuant to the Issueragreement evidencing the Indebtedness so amended, (l) IPP Sale Agreements and other contracts for Asset Sales substituted, restructured, supplemented, extended, renewed, refinanced, replaced or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsmodified.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Amkor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Issuer Amkor or any of its Restricted Subsidiaries (A) on its Capital Stock such Restricted Subsidiary’s Equity Interests or (bB) with respect to any other interest or participation in, or measured by, such Restricted Subsidiary’s profits or (ii) pay any indebtedness owed to the Issuer Amkor or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Amkor or any of its Restricted Subsidiaries Subsidiaries, or (iiic) transfer any of its properties or assets to the Issuer Amkor or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (aI) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture)effect on the date hereof, (cII) this Indenture and the Notes or the Tranche B Indenture and the Tranche B NotesAgreement, (dIII) applicable law, (eIV) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Issuer Amkor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (fV) customary non-assignment or net worth provisionsprovisions in leases, licenses, and other customary provisions, in leases or licenses contracts entered into in the ordinary course of businessbusiness 72 and consistent with past practices, (gVI) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iiic) above on the property so acquiredpreceding, (hVII) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances, or transfers by such Restricted Subsidiary pending its sale or other disposition, (VIII) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (iIX) agreements entered into with respect to Liens securing Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted pursuant to be incurred under this Indenturethe provisions of Section 10.2.7 that limit the right of Amkor or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (kX) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary provisions with respect to the issuance pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (XI) restrictions on cash or other similar agreementsdeposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (XII) any Receivables Program for any Subsidiary of Amkor which is not a Borrower, and (XIII) any restriction imposed pursuant to contracts for the sale of assets with respect to the transfer of the assets to be sold pursuant to such contract.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of (other than encumbrances or restrictions imposed by law or judicial or regulatory action) if such encumbrance or restriction would by its terms prohibit or limit any Restricted Subsidiary to from (i)(aa)(i) pay paying dividends or make making any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) pay with respect to any other interest or participation in, or measured by, its profits or (ii) paying any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make making loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer transferring any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (bii) any New the Term Loan Agreement and the Revolving Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken Agreement as a whole that those contained in effect as of the date of this Indenture), (ciii) this Indenture, the Notes, the 12 1/8% Senior Indenture, the 12 1/8% Senior Notes, the 11 1/4% Senior Indenture and the Notes or the Tranche B Indenture and the Tranche B 11 1/4% Senior Notes, (div) applicable law, (ev) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation anticipation 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, (fvi) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of business, (gvii) with respect to clause (c) above, purchase money obligations for property acquired in the ordinary course of business; provided that impose such restrictions of the nature described in clause (iii) above on are only applicable to the property so acquiredacquired through such purchase money obligations, (hviii) Permitted permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinancedrefinanced or (ix) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness or the Capital Stock referred to in the foregoing clauses (i), (iii) Indebtedness incurred pursuant to item or (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines v); provided that such encumbrances amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions refinancings are not more restrictive with respect to a Restricted Subsidiary with respect to such dividend and other payment restrictions than those contained in the issuance pursuant to an agreement that has been entered into for the sale applicable instrument governing such Indebtedness or disposition of all or substantially all of the Capital Stock or assets (as the case may be) as in effect on the date of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreementsthis Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(I) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (bII) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) agreements governing Existing IndebtednessIndebtedness as in effect on the Closing Date, (bii) any the New Credit Facility (provided Agreement as in effect on the Closing Date and any refinancings, amendments, restatements, renewals or replacements thereof, provided, however, that any the agreements governing such refinancings, amendments, restatements, renewals or replacements contain restrictions contained therein are substantially no not more restrictive when taken as a whole that in the aggregate than those contained in the New Credit Agreement as in effect on the Closing Date, (iii) this Indenture), the Notes and the Subsidiary Guarantees, (civ) this Indenture and the Notes applicable law or the Tranche B Indenture and the Tranche B Notesany applicable rule, regulation or order, (d) applicable law, (ev) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fvi) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gvii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on the property so acquired, (hviii) customary provisions in bona fide contracts for the sale of property or assets, or (ix) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no not more restrictive when taken as a whole in the aggregate than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) pay dividends or make any other distributions on its Capital Stock to the Issuer Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (b) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the proceeding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of (a) Existing Indebtednessthose agreements, (b) any New Credit Facility (provided PROVIDED that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements and/or refinancings are substantially no not materially more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in those agreements as of the date hereof, (ii) this Indenture), the Notes and the Subsidiary Guarantees, (ciii) this Indenture and the Notes applicable law or the Tranche B Indenture and the Tranche B Notesany applicable rule, regulation or order, (d) applicable law, (eiv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred, (fv) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iiic) above on the property so acquiredabove, (hvii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (viii) Permitted Refinancing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (iix) Liens securing Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.of

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any such Restricted Subsidiary to (i)(aa) (i) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (bB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ai) Existing Indebtednessthe First Mortgage Bonds, (b) any New the Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture)Facility, (c) this the Receivables Financing, the Pollution Control Obligations, the Securitization Transaction, the Indenture and the Notes or the Tranche B Indenture and the Tranche B Senior Notes, ; (dii) applicable law, law or regulation; (eiii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, ; (fiv) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of business, business and consistent with past practice; (gv) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiic) above on in the property so acquired, ; (hvi) any contract for the sale of 100% of the Capital Stock of a Restricted Subsidiary; or (vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than that those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit (a) Neither the Company nor any of its Restricted Subsidiaries toGuarantor will, directly or indirectly, create or otherwise cause permit to exist or become effective after the date of this Indenture any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to Guarantor to: (i)(a1) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock to the Company or (b) any Guarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, Guarantor; (ii2) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries the Guarantors; or (iii3) sell, lease or transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such Guarantor. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities, and any collateral documents with respect thereto, as in effect on the date of (a) Existing Indebtednessthis Indenture and any amendments, (b) any New Credit Facility (provided restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided, however, that any such restrictions contained therein the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are substantially no not materially more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in the more restrictive of (x) those agreements and (y) this Indenture), ; (c2) this Indenture Indenture, the Notes, the Note Guarantees and the Notes or the Tranche B Indenture and the Tranche B Notes, Collateral Documents; (d3) applicable law, rule, regulation or order; (e4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries the Guarantors as in effect at the time of such acquisition (except to the extent that such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (f5) customary non-assignment or net worth provisionsprovisions in contracts, leases and other customary provisions, in leases or licenses entered into in the ordinary course of businessbusiness or that restrict the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract; (g6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii3) of the second paragraph of Section 4.09 4.08(a) hereof, ; (j7) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of a Guarantor that restricts distributions by that Guarantor pending the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.disposition;

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai)(x) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtednessthe Senior Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the date of this Indenture, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (dc) applicable law, (ed) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent that 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (fe) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (f) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) the indenture with respect to the Existing Senior Subordinated Notes and the Existing Senior Subordinated Notes, both as in effect on February 14, 1997, or (i) Permitted Refinancing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai)(A) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (b2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtednessagreements relating to Indebtedness as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions (including additional Warehouse Facilities), replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements relating to Indebtedness as in effect on the Issue Date, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (ec) any instrument governing Indebtedness Acquired Debt or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness Acquired Debt was incurred or such Capital Stock was issued or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that such Person is not taken into account in determining on a pro forma basis whether such acquisition subject to such Acquired Debt was permitted by the terms of this Indenture, (fd) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (ge) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property or assets so acquired, and (hf) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries on its Capital Stock or (b) with respect to any other interest or participation in, or measured by, its profits or pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (iib) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iiic) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, in each case, except for such encumbrances or restrictions existing under or by reason reasons of (i) Existing Indebtedness as in effect on the date hereof, (ii) Indebtedness permitted to be incurred pursuant to clause (a) Existing Indebtednessof the second paragraph of Section 4.09 hereof, (biii) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (div) applicable law, (ev) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation anticipation 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, (fvi) customary by reason of non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (gvii) with respect to clause (c) above, purchase money obligations for property acquired that impose restrictions in the ordinary course of the nature described in clause business or (iiiviii) above on the property so acquired, (h) Permitted permitted Refinancing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(ai) (a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness, Indebtedness as in effect on the date of this Indenture (b) any New the Senior Credit Facility (as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when restrictive, taken as a whole that whole, with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the date of this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Financing Indebtedness are substantially no more restrictive when restrictive, taken as a whole whole, than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing secured Indebtedness otherwise permitted to be incurred under this Indenture, which is secured by a Lien permitted pursuant to be incurred under this Indenturethe provisions of the covenant described in Section 4.12 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary provisions with respect to the issuance pursuant to an agreement that has been disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into for in the sale ordinary course of business, (1) restrictions on cash or disposition other deposits or net worth imposed by customers under contracts entered into in the ordinary course of all or substantially all of the Capital Stock or assets of such Restricted Subsidiarybusiness, (m) any agreement between GTN and holders Purchase Money Note, or other Indebtedness or other contractual requirements of its 6.62% Senior Notes due 2012, a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTNapply only to such Securitization Entity, or (n) other Indebtedness of a Restricted Subsidiary that is a Guarantor permitted to be incurred subsequent to the date of this Indenture pursuant to the provisions of the covenant described in Section 4.9 hereof; provided that any such restrictions are ordinary and customary provisions with respect to the type of Indebtedness or preferred stock being incurred or issued (under the relevant circumstances), and (o) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in joint venture agreements clauses (a) through (n) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Managers, no more restrictive with respect to such dividend and payment restrictions than those contained in the dividend or other similar agreementspayment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (b) the Credit Agreement as in effect as of the date of this Indenture, and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are substantially no more restrictive when taken in the aggregate (as a whole that determined in the good faith judgment of the Company's Board of Directors) with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes, (d) any applicable law, rule, regulation or order, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) by reason of customary non-assignment or net worth provisions, and other customary provisions, provisions in leases or licenses entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iiie) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when restrictive, in the good faith judgment of the Company's Board of Directors, taken as a whole whole, to the Holders of Notes than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales the sale of assets or Equity Interestsassets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance 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 Restricted Subsidiary, (mj) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in joint venture agreements on cash or other similar agreementsdeposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (k) other Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issuance Date pursuant to the provisions of Section 4.09 hereof.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Issuer Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Issuer -50- 60 Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Issuer Company or any of its Restricted Subsidiaries or (iii) sell, lease or transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (b) the Bank Credit Agreement and any New Credit Facility (amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that the Bank Credit Agreement and any such restrictions contained therein amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof are substantially no more restrictive when taken as a whole that with respect to such dividend and other payment restrictions than those contained terms described in the Bank Credit Agreement on the date of this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Senior Subordinated Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment or net worth provisions, provisions in leases and other customary provisions, in leases or licenses agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of any Mortgage Financing or Mortgage Refinancing that imposes restrictions on the second paragraph of Section 4.09 hereofreal property securing such Indebtedness, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this IndenturePermitted Investment, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales the sale of assets or Equity Interestsassets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to of the issuance Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, Subsidiary or (nl) customary provisions in joint venture agreements or and other similar agreements.