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

Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ----------------------- Mediacom shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to Mediacom or any Restricted Subsidiary on its Equity Interests; (b) pay any Indebtedness owed to Mediacom or any Restricted Subsidiary; (c) make loans or advances, or guarantee any such loans or advances, to Mediacom or any Restricted Subsidiary; (d) transfer any of its properties or assets to Mediacom or any Restricted Subsidiary; (e) grant Liens on the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted Subsidiary, (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010.

Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ----------------------- Mediacom The Issuer shall not, and shall not permit any Restricted Issuer Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Issuer Subsidiary to (ai) declare or pay dividends or make any other distributions to Mediacom permitted by applicable law, or any Restricted Subsidiary on its Equity Interestspurchase, redeem or otherwise acquire for value, the Stock of the Issuer or such Issuer Subsidiary, as the case may be; (bii) pay any Indebtedness owed to Mediacom the Issuer or any Restricted such Issuer Subsidiary; (ciii) make loans or advances, advances to the Issuer or guarantee any such loans or advances, to Mediacom or any Restricted Issuer Subsidiary; or (div) transfer any of its properties property or assets to Mediacom the Issuer or any Restricted other Issuer Subsidiary; (e) grant Liens on the assets of Mediacom . The foregoing provisions shall not restrict any consensual encumbrances or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for other restrictions: (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at on the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted Subsidiary, (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided thatInitial Closing Date or, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on Issuer Additional Aircraft, the date of acquisition of such Aircraft, under any Related Document, and any amendments, extensions, refinancings, renewals or replacements of such documents; provided that such consensual encumbrances and restrictions in any such amendments, extensions, refinancings, renewals or replacements are no less favorable in any material respect to the creation Holders of the applicable restriction AerCo Group Notes than those previously in such Future Subsidiary Credit Facility effect and being amended, extended, refinanced, renewed or replaced; or ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not ii) in the best interest case of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation clause (iv) of the provisions preceding paragraph, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset or (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or consensual encumbrance on, any property or assets of the Issuer or any Issuer Subsidiary not otherwise prohibited by this Section 1010Indenture. Nothing contained in this covenant shall prevent the Issuer or any Issuer Subsidiary from creating, incurring, assuming or suffering to exist any Encumbrances not otherwise prohibited under this Indenture.

Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. ----------------------- Mediacom shall --------------------------------- The Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends dividends, in cash or otherwise, or make any other distributions to Mediacom on or any Restricted Subsidiary on in respect of its Equity Interests; Capital Stock, (b) pay any Indebtedness owed to Mediacom the Company or any other Restricted Subsidiary; , (c) make loans or advances, or guarantee any such loans or advances, advances to Mediacom the Company or any other Restricted Subsidiary; , (d) transfer any of its properties or assets to Mediacom the Company or any other Restricted Subsidiary; Subsidiary or (e) grant Liens on the assets of Mediacom or guarantee any Restricted Subsidiary in favor Indebtedness of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom Company or any other Restricted Subsidiary, (ii) except for such encumbrances or restrictions arising existing under refinancing Indebtedness permitted or by clause reason of (gi) applicable law, (ii) customary non-assignment provisions of any lease governing a leasehold interest of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom Company or any Restricted Subsidiary, (iii) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (iv) encumbrances or restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indentureunder the Bank Credit Agreement as such agreement exists on the Closing Date, and (v) restrictions under any agreement providing for the incurrence of Indebtedness of Restricted Subsidiaries pursuant to either clause (x) of paragraph (b) of Section 1010 or clause (vii) of the definition of Permitted Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, Indebtedness; provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of that any Restricted Subsidiary that -------- becomes subject to take any Specified Action that are no more restrictive than those in effect in such encumbrances or restrictions pursuant to this clause (v) shall Guarantee the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010Securities.

Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ----------------------- ---------------------- Mediacom shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to Mediacom or any Restricted Subsidiary on its Equity Interests; (b) pay any Indebtedness owed to Mediacom or any Restricted Subsidiary; (c) make loans or advances, or guarantee any such loans or advances, to Mediacom or any Restricted Subsidiary; (d) transfer any of its properties or assets to Mediacom or any Restricted Subsidiary; (e) grant Liens on the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted Subsidiary, (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010.

Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ----------------------- Mediacom shall ---------------------- The Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends dividends, in cash or otherwise, or make any other distributions to Mediacom on its Capital Stock or any Restricted other interest or participation in, or measured by, its profits owned by the Company or a Subsidiary on its Equity Interests; of the Company, (b) make any loans or advances to or pay any Indebtedness owed to Mediacom to, the Company or any Restricted Subsidiary; Subsidiary of the Company or (c) make loans or advances, or guarantee any such loans or advances, to Mediacom or any Restricted Subsidiary; (d) transfer any of its properties or assets to Mediacom the Company or to any Restricted Subsidiary; (e) grant Liens on the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action")Company, except for (i) such encumbrances or restrictions arising existing under or contemplated by or by reason of Acquired Indebtedness the Notes and this Indenture, (ii) encumbrances or restrictions existing under or contemplated by agreements as in effect on the Issue Date, (iii) encumbrances or restrictions with respect to a Person that is not a Subsidiary of any Restricted Subsidiary existing the Company on the Issue Date, in existence at the time such Person became becomes a Restricted Subsidiary, provided that such encumbrances or restrictions were Subsidiary of the Company (but not created in anticipation contemplation of such Person becoming such a Restricted Subsidiary Subsidiary), (iv) encumbrances or restrictions existing under or by reason of applicable law, (v) encumbrances or restrictions existing under or by reason of customary non-assignment provisions of agreements entered into in the ordinary course of business and are not applicable to Mediacom consistent with past practices, (vi) encumbrances or restrictions existing by reason of any Lien permitted under Section 4.10 hereof, (vii) encumbrances or restrictions existing under any agreement for the sale of assets of the Company or any other Restricted SubsidiarySubsidiary of the Company, or the Capital Stock of any Subsidiary of the Company, (viii) encumbrances or restrictions existing under any agreement that refinances, replaces, renews or extends an agreement containing a restriction permitted by clause (i), (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (giii) of the second paragraph under Section 1008above; provided provided, that the terms and conditions of any such encumbrances or restrictions are no not materially less favorable to the holders of Notes Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness being refinanced, refinanced or (iiiix) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of (c) above, encumbrances or restrictions that restrict in a customary manner the subletting, assignment or transfer of any Future property or asset that is a lease, license, conveyance or contract or similar property or asset, arising by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or asset of the Company or any Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts not otherwise prohibited by the terms of this Indenture or arising from or agreed to include in the agreements relating to ordinary course of business that, in such Future Subsidiary Credit Facility provisions concerning the encumbrance case, does not individually or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on aggregate, detract from the date value of property or assets of the creation of Company or any Subsidiary in any manner material to the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions")Company and its Subsidiaries, and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute taken as a violation of the provisions of this Section 1010whole.

Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ----------------------- Mediacom shall ---------------------- The Company will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions to Mediacom or any Restricted Subsidiary distribution on its Equity Interests; Capital Stock, (bii) pay any Indebtedness owed to Mediacom the Company or any Restricted other Subsidiary; , (ciii) make loans or advances, or guarantee any such loans or advances, to Mediacom Investment in the Company or any Restricted Subsidiary; other Subsidiary or (div) transfer any of its properties or assets to Mediacom the Company or any Restricted other Subsidiary, except for: (a) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the date of the Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (b) encumbrances or restrictions (I) by reason of applicable law, or (II) under this Indenture; (c) customary non-assignment provisions of any contract or lease of any Subsidiary entered into in the ordinary course of business; (d) encumbrances or restrictions imposed pursuant to contracts entered into in connection with Permitted Liens, but solely to the extent such encumbrances or restrictions affect property or assets subject to such Permitted Lien; (e) grant Liens on any encumbrance or restriction imposed pursuant to contracts for the sale of assets with respect to the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notesto be sold pursuant to such contract; or and (f) guarantee any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the Notes agreements containing the encumbrances or any renewals or refinancings thereof (any of restrictions in the actions described in foregoing clauses (a) through (f) above is referred to herein as a "Specified Action"e), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted Subsidiary, (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by this clause (g) of the second paragraph under Section 1008; f), provided that the terms and conditions of any such encumbrances or restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive in any material respect than those contained in this Indentureunder or pursuant to the agreement evidencing the Indebtedness so extended, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilitiesrenewed, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance refinanced or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010.replaced. 101

Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ----------------------- Mediacom shall ---------------------- The Issuers and the Guarantors, if any, will not, and shall will not permit any Restricted Subsidiary of their Subsidiaries to, individually or collectively, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to Mediacom or any Restricted Subsidiary on its Equity Interests; (b) pay any Indebtedness owed to Mediacom or any Restricted Subsidiary; (c) make loans or advances, or guarantee any such loans or advances, to Mediacom or any Restricted Subsidiary; (d) transfer any of its properties or assets to Mediacom or any Restricted Subsidiary; (e) grant Liens on the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted Subsidiary, (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary of Sun International, SINA or such Guarantor, if any, to take pay dividends or make other distributions to or on behalf of, or to pay any Specified Action obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, Sun International, SINA, the Guarantors, if any, or any Subsidiary of any of them, or to guaranty the Securities, except (a) restrictions imposed by the Securities or herein or by other Indebtedness (which may also be guaranteed by the Guarantors, if any) ranking pari passu with the Securities or the Guarantees, if any, as applicable, provided that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture and the Securities, (b) restrictions imposed by applicable law, (c) any restriction imposed by Indebtedness incurred under the Credit Agreement or other Senior Debt incurred pursuant to Section 4.10 hereof; provided that such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (d) restrictions under any Acquired Indebtedness not incurred in effect violation of this Indenture or any agreement relating to any property, asset, or business acquired by Sun International or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) restrictions with respect solely to a Subsidiary of Sun International imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary that are being sold, (g) restrictions on transfer contained in FF&E Indebtedness incurred pursuant to paragraph (c) of the definition of "Permitted Indebtedness," provided such restrictions relate only to the transfer of the property acquired with the proceeds of such FF&E Indebtedness, and (g) in connection with and pursuant to Permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Subsidiary Credit Facilities Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease, license or contract entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture shall in and of themselves be considered a restriction on the date of the creation ability of the applicable restriction in Subsidiary to transfer such Future Subsidiary Credit Facility ("Comparable Restriction Provisions")agreement or assets, and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in as the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010case may be.

Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. ----------------------- Mediacom The Company shall not, and shall not cause --------------------------------- or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist exist, or enter into any agreement with any Person that would cause to become effective effective, any consensual encumbrance or restriction of any kind kind, on the ability of any Restricted Subsidiary to (a) pay dividends dividends, in cash or otherwise, or make any other distributions to Mediacom distribution on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, to the Company or any other Restricted Subsidiary on its Equity Interests; Subsidiary, (b) pay any Indebtedness owed to Mediacom the Company or any other Restricted Subsidiary; , (c) make loans or advancesadvances to, or guarantee any such loans Indebtedness or advancesother obligations of, to Mediacom the Company or any other Restricted Subsidiary; Subsidiary or (d) transfer any of its properties property or assets to Mediacom or any Restricted Subsidiary; (e) grant Liens on the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom Company or any other Restricted Subsidiary, except any encumbrance or restriction (i) existing under the New Revolving Credit Facility as in effect on the Issue Date relating to assets subject to a Lien created at any time thereby; (ii) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary (but not created in contemplation thereof); provided, however, that such encumbrances and restrictions are not applicable to the Company or any other Restricted Subsidiary, or the properties or assets of the Company or any other Restricted Subsidiary; (iii) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (iv) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes encumbrances and restrictions on the property so acquired; (v) any agreement for the sale or disposition of the Capital Stock or assets of any Restricted Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (v) are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 10.15 to the extent applicable thereto; and (vi) any encumbrance or restriction existing under any agreement that Refinances the agreements containing the encumbrance or restrictions arising under refinancing Indebtedness permitted by clause in the foregoing clauses (gi) of the second paragraph under Section 1008and (ii); provided provided, however, that the terms and conditions of any such restrictions permitted under this clause (vi) are no not materially less favorable to the holders of Notes the Securities than those under or pursuant to the agreement evidencing the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010Refinanced.

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

Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ----------------------- Mediacom shall The Company may not, and shall may not permit any Restricted Subsidiary ---------------------- to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on which restricts the ability of any Restricted such Subsidiary to to: (ai) pay dividends or make any other distributions to Mediacom on such - Subsidiary's Capital Stock or any Restricted Subsidiary on its Equity Interests; (b) pay any Indebtedness or other obligation owed to Mediacom the Company or any Restricted Subsidiary; (cii) make any loans or advances, or guarantee any such loans or advances, ad vances to Mediacom the Company -- or any Restricted Subsidiary; (diii) guaranty the Securities or any renewals or refinancing --- thereof; or (iv) transfer any of its properties property or assets to Mediacom the Company or any Restricted -- Subsidiary; (e) grant Liens on the assets of Mediacom or any Restricted Subsidiary , except, in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action")each case, except for (i) such encumbrances or restrictions arising existing under or by reason of (1) applicable - law, (2) this Indenture, (3) customary nonassignment pro visions of any lease - - governing a leasehold interest of the Company or any Subsidiary, (4) any - instrument governing Acquired Indebtedness of any Restricted Subsidiary existing (except to the extent such In debtedness was Incurred in connection with, or in con templation of, such acquisition) as in effect at the time such Person became a Restricted Subsidiaryof acquisition, which encumbrance or restriction is not ap plicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (5) Existing Indebtedness, or (6) permitted Refinancing Indebtedness - - provided that such the encumbrances or restrictions were not created contained in anticipation of the agreements governing such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted Subsidiary, (ii) such encumbrances or restrictions arising under refinancing Refinancing Indebtedness permitted by clause (g) of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes more re strictive than those under contained in the agreements governing the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained as in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction effect on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date Issue Date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010Series A Notes.

Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. ----------------------- Mediacom shall The Company will not, and shall will not permit any --------------------------------- Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions to Mediacom or permitted by applicable law on any Capital Stock of such Restricted Subsidiary on its Equity Interests; (b) pay any Indebtedness owed to Mediacom or any Restricted Subsidiary; (c) make loans or advances, or guarantee any such loans or advances, to Mediacom or any Restricted Subsidiary; (d) transfer any of its properties or assets to Mediacom or any Restricted Subsidiary; (e) grant Liens on owned by the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom Company or any other Restricted Subsidiary, (ii) such pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions arising under refinancing Indebtedness permitted by clause restrictions: (gi) existing on the Closing Date in the Credit Agreement, this Indenture, the 6-3/4% Indenture or any other agreements in effect on the Closing Date, and any modifications, extensions, refinancings, substitutions, renewals or replacements of the second paragraph under Section 1008such agreements; provided that the terms encumbrances and conditions of restrictions in any such restrictions modifications, extensions, refinancings, substitutions, renewals or replacements are no less favorable in any material respect to the holders of Notes Holders than those under the Indebtedness encumbrances or restrictions that are then in effect and that are being modified, substituted, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) customary provisions restricting existing with respect to any Person or the assignment property or assets of any contract or interest of Mediacom such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired; (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any Future property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts not otherwise prohibited by this Indenture or (C) arising or agreed to include in the agreements ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries, taken as a whole; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Future Restricted Subsidiary; (vi) agreements with principal customers restricting the transfer of assets (or entities owning assets) substantially dedicated to products sold to such customers; (vii) with respect to any Restricted Subsidiary Credit Facility provisions concerning that is intended to be a special purpose financing entity and into which the Company and the other Restricted Subsidiaries do not make any material Investment of assets other than accounts receivable and, to the extent required by the financing agreements of such Restricted Subsidiary, cash; (viii) with respect to 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 may only apply to such Securitization Entity; (ix) with respect to any agreement or instrument governing Indebtedness of any foreign Restricted Subsidiary; provided that the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes; or (x) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued (in each case by a Restricted Subsidiary in compliance with Section 4.03) if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Company), (C) the Company determines that any such encumbrance or restriction will not materially affect its ability to make principal or interest payments on the ability Notes, (D) such encumbrance or restriction expressly states that such Restricted Subsidiary shall be entitled to take the actions referred to in clauses (i) through (iv) of the first paragraph of this Section 4.05 in an amount not to exceed 50% of the consolidated net income of such Restricted Subsidiary (after making adjustments thereto in the nature of the adjustments referred to in the definition of "Adjusted Consolidated Net Income") and (E) the Investments made by the Company and its Restricted Subsidiaries in such Restricted Subsidiary are reasonably related to the business of such Restricted Subsidiary. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to take exist any Specified Action that are no more restrictive than those Liens otherwise permitted in effect in Section 4.09 or (2) restricting the Subsidiary Credit Facilities on the date sale or other disposition of property or assets of the creation Company or any of its Restricted Subsidiaries that secure Indebtedness of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in Company or any of its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010Subsidiaries.

Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. ----------------------- Mediacom shall --------------------------------- The Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends dividends, in cash or otherwise, or make any other distributions to Mediacom on or in respect of its Capital Stock or any Restricted Subsidiary on other interest or participation in, or measured by, its Equity Interests; profits, (b) pay any Indebtedness owed to Mediacom the Company or any other Restricted Subsidiary; Subsidiary of the Company, (c) make loans or advances, or guarantee any such loans or advances, advances to Mediacom the Company or any other Restricted Subsidiary; Subsidiary of the Company, (d) transfer any of its properties or assets to Mediacom the Company or any other Restricted Subsidiary; Subsidiary of the Company or (e) grant Liens on guarantee any Indebtedness of the assets Company or any other Restricted Subsidiary of Mediacom the Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary in favor of the holders Company, (iii) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Notes; Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or (f) guarantee restriction is not applicable to any Person, or the Notes properties or assets of any renewals Person, other than the Person, or refinancings thereof (any the property or assets of the actions described Person, so acquired, (iv) any agreement in clauses existence on the Closing Date (ato the extent of any encumbrances or restrictions in existence thereunder on the Closing Date) through and (fv) above is referred any agreement providing for the incurrence of Indebtedness of Restricted Subsidiaries pursuant to herein as a "Specified Action")either clause (x) of paragraph (b) of Section 1010 or clause (vii) of the definition of Permitted Subsidiary Indebtedness; provided -------- that any Restricted Subsidiary (including, except for (iwithout limitation, FEEL, Acurex and Royal Inventum) that becomes subject to any such encumbrances or restrictions arising by reason pursuant to this clause (v) shall Guarantee the Securities in compliance with the provisions of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary paragraph (b) and are not applicable to Mediacom or any other Restricted Subsidiary, clauses (i) and (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause of paragraph (ga) of the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 10101017.'

Limitation on Dividends and Other Payment Restrictions. Affecting Significant Subsidiaries. ----------------------- Mediacom The Company shall not, and shall not permit ---------------------------------- any Restricted Significant Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Significant Subsidiary to (a) pay dividends or make any other distributions to Mediacom or any Restricted Subsidiary distribution on its Equity Interests; Capital Stock, (b) pay any Indebtedness owed to Mediacom the Company or any Restricted other Subsidiary; , (c) make loans or advancesadvances to the Company or any other Subsidiary, or guarantee any such loans or advances, to Mediacom or any Restricted Subsidiary; (d) transfer any of its properties property or assets to Mediacom the Company or any Restricted other Subsidiary; (e) grant Liens on the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) any such encumbrances encumbrance or restrictions arising by reason restriction pursuant to an agreement in effect on the date of Acquired Indebtedness this instrument, (ii) any such encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of any Restricted Subsidiary existing the Company on the date of this instrument, in existence at the time such Person became becomes a Restricted Subsidiary, provided that Subsidiary of the Company (except to the extent such encumbrances encumbrance or restrictions were not restriction was incurred or created in anticipation connection with or in contemplation of such Person becoming a Restricted Subsidiary and are of the Company), which encumbrance or restriction is not applicable to Mediacom any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person that becomes a Subsidiary of the Company, (iii) any such encumbrance or restriction pursuant to any law, any governmental regulation or order or any other Restricted agreement with a governmental regulator; provided that the Company has used reasonable best efforts to have any such order or agreement diminished or removed by any regulator authorized to do so and to obtain any exemptive orders from the relevant regulator with respect to such encumbrance or restriction to the extent such exemptive orders are reasonably suitable under applicable laws and regulations, (iv) any such encumbrance or restriction in existence as of the end of the fiscal quarter immediately preceding the fiscal quarter during which such Subsidiary becomes a Significant Subsidiary, and (v) any such encumbrance or restriction pursuant to any agreement that extends, refinances, renews or replaces any agreement containing any of the restrictions described in the foregoing clauses (i) and (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of the second paragraph under Section 1008); provided that the terms and conditions of any such encumbrances or restrictions are no not materially less favorable to the holders Holders of the Notes than those under or pursuant to the Indebtedness being agreement extended, refinanced, (iii) customary provisions restricting the assignment of any contract renewed or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided that, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010replaced.

Limitation on Dividends and Other Payment Restrictions. Affecting Subsidiaries. ----------------------- Mediacom The Issuer shall not, and shall not permit any Restricted Issuer Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Issuer Subsidiary to (ai) declare or pay dividends or make any other distributions to Mediacom permitted by Applicable Law, or any Restricted Subsidiary on its Equity Interestspurchase, redeem or otherwise acquire for value, the Ownership Interest of the Issuer or such Issuer Subsidiary, as the case may be; (bii) pay any Indebtedness owed to Mediacom the Issuer or any Restricted such Issuer Subsidiary; (ciii) make loans or advances, advances to the Issuer or guarantee any such loans or advances, to Mediacom or any Restricted Issuer Subsidiary; or (div) transfer any of its properties property or assets to Mediacom the Issuer or any Restricted other Issuer Subsidiary; (e) grant Liens on the assets of Mediacom . The foregoing provisions shall not restrict any consensual encumbrances or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action")other restrictions, except for including (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom or any other Restricted SubsidiaryPermitted Encumbrances, (ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of existing on the second paragraph under Section 1008; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facilities and under the Future Subsidiary Credit Facilities, provided thatInitial Closing Date or, in the case of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts Aircraft, the Acquisition Date of such Aircraft, under any Related Document, and any amendments, extensions, refinancings, renewals or replacements of such documents; provided that such consensual encumbrances and restrictions in any such amendments, extensions, refinancings, renewals or replacements are no less favorable in any material respect to include the Holders than those previously in effect and being amended, extended, refinanced, renewed or replaced; or (iii) in the agreements relating to such Future Subsidiary Credit Facility provisions concerning case of clause (iv) of the encumbrance preceding paragraph, that restrict in a customary manner the subletting, assignment or restriction on the ability transfer of any Restricted Subsidiary property or asset that is an aircraft, engine, part, lease, license, conveyance or contract or similar property or asset, or existing by virtue of any transfer of, agreement to take transfer, option or right with respect to, or consensual encumbrance on, any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date property or assets of the creation of Issuer or any Issuer Subsidiary not otherwise prohibited by this Indenture. Nothing contained in this covenant shall prevent the applicable restriction in such Future Issuer or any Issuer Subsidiary Credit Facility ("Comparable Restriction Provisions")from creating, and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is incurring, assuming or suffering to exist any Encumbrances not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of otherwise prohibited under this Section 1010Indenture.

Limitation on Dividends and Other Payment Restrictions. Affecting Restricted Subsidiaries. ----------------------- Mediacom --------------------------------- The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock to Mediacom the Company or any other Restricted Subsidiary on its Equity Interests; Subsidiary, (b) pay any Indebtedness owed to Mediacom the Company or any other Restricted Subsidiary; , (c) make loans or advances, or guarantee any such loans or advances, to Mediacom an Investment in the Company or any other Restricted Subsidiary; Subsidiary or (d) transfer any of its properties or assets Properties to Mediacom or any Restricted Subsidiary; (e) grant Liens on the assets of Mediacom or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a "Specified Action"), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom Company or any other Restricted Subsidiary, (ii) except in each instance for such encumbrances or restrictions arising under refinancing Indebtedness permitted pursuant to (i) this Indenture, the Credit Facility or any other agreement in effect on the date of this Indenture, (ii) any agreement or other instrument of a Person acquired by clause the Company or any Restricted Subsidiary in existence at the time of such acquisition (g) but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the Properties of any other Person, other than the Person, or the Property of the second paragraph under Section 1008; Person, so acquired, (iii) customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business or (iv) any agreement that extends, renews, refinances or replaces the agreements containing the restrictions in the foregoing clauses (i), (ii) and (iii), provided that the terms and conditions of any such restrictions are no not materially less favorable to the holders Holders of Notes the Securities than those under or pursuant to the Indebtedness being refinancedagreement so extended, renewed, refinanced or replaced, and except with respect to clause (d) only, (iiii) restrictions in the form of Liens which are not prohibited under Section 10.15 and which contain customary provisions restricting limitations on the assignment transfer of any contract or interest of Mediacom or any Restricted Subsidiarycollateral and (ii) with respect to clause (d) only, (iv) customary restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive than those contained in this Indenture, and (v) restrictions under asset sale agreements limiting the Subsidiary Credit Facilities and under transfer of such assets pending the Future Subsidiary Credit Facilities, provided that, in the case closing of any Future Subsidiary Credit Facility Mediacom shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facilities on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility ("Comparable Restriction Provisions"), and provided further that if Mediacom shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010sale.