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

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent or any other Restricted Subsidiary; or (3) transfer any of its assets to the Parent or any other Restricted Subsidiary; except for: (A) encumbrances or restrictions existing under or by reason of applicable law; (B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; (C) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1); (E) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the CompanyIssuer) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) 8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L12) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; 4.06, provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D4) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessabove; and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests to the Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted SubsidiarySubsidiary (it being understood that the subordination of loans and advances made to the Issuer or any Restricted Subsidiary to other Indebtedness or obligations incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract contract, license or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement and the Secured Notes Indenture) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets Equity Interests or assets, as permitted under this Indenture Indenture, to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances 8) any other agreement governing Indebtedness or restrictions arising in connection with Refinancing Indebtedness; provided, however, other obligations entered into after the Issue Date that any such contains encumbrances and restrictions that in the good faith of the Issuer are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in or assets of such partnership, limited liability company, joint venture venture, corporation or similar Person; (J10) Purchase Money Indebtedness and any Refinancing Indebtedness in respect thereof incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) any encumbrance or restriction applicable only to a Foreign Restricted Subsidiary in agreements entered into in connection with Indebtedness incurred by such Foreign Restricted Subsidiary in compliance with subclause (14) of Section 4.10(b); (13) Indebtedness incurred or Equity Interests issued by any Restricted Subsidiary; provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Equity Interests (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Issuer’s ability to pay all principal and interest on the Notes, as determined in good faith by the Chief Financial Officer of the Issuer, whose determination shall be conclusive and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Chief Financial Officer of the Issuer, whose determination shall be conclusive); (14) any encumbrance or restriction existing under Hedging Obligations permitted under this Indenture; and (N15) any encumbrances or restrictions imposed by any amendments amendments, refinancings, modifications, renewals, restatements, increases, supplements or refinancings replacements of the contracts, instruments or obligations referred to in clauses (A1) through (M14) of this Section 4.05above; provided that such amendments amendments, refinancings, modifications, renewals, restatements, increases, supplements or refinancings replacements are, in the good faith judgment of the Parent’s board of directorsIssuer, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay Pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make Make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer Transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (Ai) encumbrances Encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (Bii) encumbrances Encumbrances or restrictions existing under this Indentureunder, or otherwise required by or imposed pursuant to the Securities and the Security Guaranteesterms of Note Documents; (Ciii) nonNon-assignment provisions of any contract or any lease entered into in the ordinary course of business; (Div) encumbrances Encumbrances or restrictions existing under or required by or otherwise imposed pursuant to the terms of agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (Ev) restrictions on the transfer of assets subject Restrictions relating to any Lien permitted under this Indenture imposed by the holder of, or otherwise required by or imposed pursuant to the terms of such Lien; (Fvi) restrictions on the transfer of assets Restrictions imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (Gvii) any Any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (Hviii) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, Any other agreement governing Indebtedness entered into after the Original Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive restrictive, taken as a whole, with respect to any Restricted Subsidiary than those contained in effect on the Original Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedOriginal Issue Date; (Iix) customary Customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (Jx) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 6.08 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (Kxi) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions Restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; (xii) Encumbrances or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of assets subject to such security agreements or mortgages; (xiii) Encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial revenue bonds, permitted to be incurred under this Indenture; provided, that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer’s ability to make payment on the Notes when due; and (Nxiv) any Any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (Ai) through (Mxiii) of this Section 4.05above; provided provided, that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, are no more materially restrictive restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests held by the Issuer or any Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesDocuments; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement, the Existing Notes Indentures, the Existing Notes and the Existing Note Guarantees) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) encumbrances or restrictions imposed under any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredacquired and encumbrances or restrictions imposed under any agreement of any Person that becomes a Restricted Subsidiary; provided that such encumbrances or restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture venture, corporation or similar PersonPerson or assets of such entities; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and; (N12) any encumbrances or restrictions imposed by any amendments amendments, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments amendments, replacements or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendment, replacement or refinancing; and (13) any encumbrances or restrictions solely in favor of the Issuer and/or Restricted Subsidiaries.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests held by the Issuer or any Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees, Exchange Notes (and any guarantees thereof) and the Security GuaranteesDocuments; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement, the Existing Notes Indentures, the Existing Notes and the Existing Note Guarantees) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) encumbrances or restrictions imposed under any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredacquired and encumbrances or restrictions imposed under any agreement of any Person that becomes a Restricted Subsidiary provided that such encumbrances or restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture venture, corporation or similar PersonPerson or assets of such entities; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and (N12) any encumbrances or restrictions imposed by any amendments amendments, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments amendments, replacements or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendment, replacement or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on this date of this Indenture (including, without limitation, the Issue Date Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets Equity Interests or assets, as permitted under this Indenture Indenture, to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) Indebtedness incurred or Equity Interests issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Equity Interests (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Issuer’s ability to pay all principal, interest and premium and Liquidated Damages, if any, on the Notes, as determined in good faith by the Chief Executive Officer and the Chief Financial Officer of the Issuer, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Chief Financial Officer of the Issuer, whose determination shall be conclusive); (13) encumbrances or restrictions pursuant to Hedging Obligations permitted from time to time under this Indenture; (14) encumbrances or restrictions pursuant to secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.10 hereof and not in violation of Section 4.14 hereof, that limit the right of the debtor to dispose of assets securing such Indebtedness; and (N15) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M14) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests held by the Issuer or a Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted SubsidiaryGuarantor; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted SubsidiaryGuarantor; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement and the 2024 Notes Indenture) as in effect on the Issue Date and that date; (5) encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1); (E) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) encumbrances or restrictions on the transfer of assets imposed under any agreement to sell assets, including Qualified Equity Interests of such assets Restricted Subsidiary, permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument or agreement governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances 8) any other instrument or restrictions arising in connection with Refinancing Indebtedness; provided, however, agreement entered into after the Issue Date that any such contains encumbrances and restrictions are that, as determined by the Issuer, will not materially more restrictive than those contained in adversely affect the agreements creating Issuer’s ability to make principal or evidencing interest payments on the Indebtedness being refinancedNotes; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Personagreements; (J10) Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with Section 4.03 to the extent they 4.05 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness encumbrances or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business; and; (N12) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (13) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (14) any encumbrances or restrictions imposed by any amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in clauses (A1) through (M13) of this Section 4.05above; provided that that, as determined by the Issuer, such amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent’s board of directors, no (a) are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancingrefinancings or (b) as determined by the Issuer, will not materially adversely affect the Issuer’s ability to make principal or interest payments on the Notes; and (15) encumbrances or restrictions imposed on any member of the Match Group in connection with the Match Transactions.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests to the Issuer or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Issuer or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity capital shall not be deemed a restriction on the ability to make distributions on Equity Interests); (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3) sell, lease or transfer any of its property or assets to the Parent Issuer or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in Section 4.05(1) or (2)); except for: (A) encumbrances or restrictions existing under or by reason of applicable law, regulation, rule, permit or other regulatory restrictions; (B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; (C) non-assignment provisions of any contract or any license or lease entered into in the ordinary course of business; (D) encumbrances or restrictions existing under Credit Facilities and other agreements existing on entered into prior to the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)Date; (E) in the case of Section 4.05(3), restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such LienIndenture; (F) restrictions on provisions limiting the transfer disposition or distribution of assets imposed under any agreement or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitations are applicable only to sell such the assets permitted under this Indenture to any Person pending that are the closing subject of such saleagreements; (G) any instrument governing Acquired Indebtednessencumbrance or restriction with respect to a Restricted Subsidiary or its property or assets in existence on or before the date on which such Restricted Subsidiary or its property or assets were acquired (directly or indirectly) by the Issuer or a Restricted Subsidiary (other than encumbrances or restrictions relating to Indebtedness incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer or a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person so acquired or any of its Subsidiaries, or the assets of the Person so acquiredacquired or any of its Subsidiaries (including after-acquired property); (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinancedrefinanced (for which a determination in good faith by the Issuer’s Board of Directors shall be conclusive); (I) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests, licensed interests or ownership interests in such partnership, limited liability company, joint venture or similar Person;, (J) Purchase Money Indebtedness incurred in the ordinary course of business and in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in the ordinary course of business and in compliance with Section 4.03 to the extent they impose it imposes restrictions of the nature described in Section 4.05(3) on the assets secured by securing such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment determination of the ParentIssuer’s board Board of directors, no Directors (a) are not materially more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05, or (b) will not have a material adverse effect on the Issuer’s ability to make payments of interest on and principal of the Securities (for which a determination in good faith by the Issuer’s Board of Directors shall be conclusive); (M) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder; (N) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (NO) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (MN) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingrefinancing (for which a determination in good faith by the Issuer’s Board of Directors shall be conclusive).

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests held by the Issuer or a Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted SubsidiaryGuarantor; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted SubsidiaryGuarantor; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesExchange Notes (and any guarantees thereof); (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement) as in effect on the Issue Date and that date; (5) encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1); (E) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) encumbrances or restrictions on the transfer of assets imposed under any agreement to sell assets, including Qualified Equity Interests of such assets Restricted Subsidiary, permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument or agreement governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances 8) any other instrument or restrictions arising in connection with Refinancing Indebtedness; provided, however, agreement entered into after the Issue Date that any such contains encumbrances and restrictions are that, as determined by the Issuer, will not materially more restrictive than those contained in adversely affect the agreements creating Issuer’s ability to make principal or evidencing interest payments on the Indebtedness being refinancedNotes; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Personagreements; (J10) Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with Section 4.03 to the extent they 4.05 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness encumbrances or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business; and; (N12) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (13) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (14) any encumbrances or restrictions imposed by any amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in clauses (A1) through (M13) of this Section 4.05above; provided that that, as determined by the Issuer, such amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent’s board of directors, no (a) are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancingrefinancings or (b) as determined by the Issuer, will not materially adversely affect the Issuer’s ability to make principal or interest payments on the Notes; and (15) encumbrances or restrictions imposed on any member of the Match Group in connection with the Match Transactions.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment assignment, pledge or security interest provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 of this Indenture that impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.16 on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and; (N12) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under this Indenture; (13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and (14) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary and contractual restrictions against the sale of accounts receivable or the assets related thereto other than in connection with a Qualified Receivables Transaction.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay Pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make Make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer Transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (Ai) encumbrances Encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (Bii) encumbrances Encumbrances or restrictions existing under this Indentureunder, or otherwise required by or imposed pursuant to the Securities and the Security Guaranteesterms of Note Documents; (Ciii) nonNon-assignment provisions of any contract or any lease entered into in the ordinary course of business; (Div) encumbrances Encumbrances or restrictions existing under or required by or otherwise imposed pursuant to the terms of agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (Ev) restrictions on the transfer of assets subject Restrictions relating to any Lien permitted under this Indenture imposed by the holder of, or otherwise required by or imposed pursuant to the terms of such Lien; (Fvi) restrictions on the transfer of assets Restrictions imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (Gvii) any Any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (Hviii) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, Any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive restrictive, taken as a whole, with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (Iix) customary Customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (Jx) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 6.08 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (Kxi) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions Restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; (xii) Encumbrances or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of assets subject to such security agreements or mortgages; (xiii) Encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial revenue bonds, permitted to be incurred under this Indenture; provided, that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer’s ability to make payment on the Notes when due; and (Nxiv) any Any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (Ai) through (Mxiii) of this Section 4.05above; provided provided, that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, are no more materially restrictive restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer and the Co-Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests to the Issuer, the Co-Issuer or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer, the Co-Issuer or any Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer, the Co-Issuer or any other Restricted Subsidiary; or (3c) sell, lease or transfer any of its assets to the Parent Issuer, the Co-Issuer or any other Restricted Subsidiary; ; (d) except for: (A1) encumbrances or restrictions existing under or by reason of applicable lawlaw or any applicable rule, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Note Guarantees (including any Exchange Notes and guarantees thereof), the Intercreditor Agreement and the Security GuaranteesDocuments; (C3) customary non-assignment provisions of any contract or any lease or license entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the WML Credit Agreements and agreements relating to Absaloka) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer transfers of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer transfers of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, so long as such Acquired Indebtedness or encumbrance or restriction was not incurred in connection with, or in contemplation of, such acquisition; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness and Attributable Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(34.16(c) on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts and bonding requirements entered into in the ordinary course of business; (12) any encumbrances or restrictions pursuant to waivers or consents provided by lenders under the WML Credit Agreements to permit sales of assets of WML or its Subsidiaries that would be otherwise prohibited by the terms of those agreements, provided, that such encumbrances or restrictions may exist only until all Indebtedness outstanding under the WML Credit Agreements is repaid and the agreements are terminated, or until such earlier date as specified in any such waivers or consents; and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses Section 4.16(d) (A1) through (M12) of this Section 4.05above; provided provided, that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests to the Issuer or any other Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (Ai) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (Bii) encumbrances or restrictions existing under this Supplemental Indenture, the Securities Notes and the Security Note Guarantees; (Ciii) non-assignment assignment, pledge or security interest provisions of any contract or any lease entered into in the ordinary course of business; (Div) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement) as in effect on the Issue Date and that date; (v) encumbrances or restrictions existing under the agreements governing the Credit Facilities to the extent the Indebtedness under such Credit Facilities is permitted to be incurred under this Supplemental Indenture, provided that any such encumbrances or restrictions are no more materially restrictive overall on any Restricted Subsidiary compared to encumbrances or restrictions generally applicable to Restricted Subsidiaries existing under any the Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)Agreement; (Evi) restrictions on the transfer of assets subject relating to any Lien permitted under this Supplemental Indenture imposed by the holder of such Lien; (Fvii) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Supplemental Indenture to any Person pending the closing of such sale; (Gviii) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (Hix) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (Ix) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (Jxi) Capitalized Lease Obligations and Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 hereof that impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.16 on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (Mxii) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and; (Nxiii) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under this Supplemental Indenture; (xiv) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (Ai) through (Miv) of this Section 4.05and (vi) though (xiii) above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and (xv) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary and contractual restrictions against the sale of accounts receivable or the assets related thereto other than in connection with a Qualified Receivables Transaction.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Partnership shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common securities of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this covenant; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Partnership or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Partnership or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, rule, regulation or order, licenses, permits or similar governmental, judicial or regulatory restriction (including without limitation with respect to funds the Partnership or its Restricted Subsidiaries have deposited into perpetual care trusts and merchandise funds trusts); (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and that date; (5) encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1); (E) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) encumbrances or restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any encumbrance or restriction contained in any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness or Hedging Obligations incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness encumbrances or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and; (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentPartnership’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease or license entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not no more materially more restrictive restrictive, taken as a whole, than those contained in effect on the Issue Date pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness and Capitalized Lease Obligations incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose encumbrances or restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) Indebtedness of Foreign Subsidiaries permitted to be incurred under this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessIndenture; and (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive taken as a whole with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or any agreement of any Person that was acquired after the Issue Date, in either case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive in the aggregate than those contained in effect on the Issue Date pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.12 on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.054.12; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board Issuer's Board of directorsDirectors, no more materially restrictive in the aggregate with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and (12) encumbrances or restrictions incurred or entered into during any Suspension Period.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Equity Interests;Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Company or any other Restricted Subsidiary; Subsidiary; or (3c) transfer any of its assets to the Parent Company or any other Restricted Subsidiary; Subsidiary; except in each case for: (A1) encumbrances or restrictions existing under or by reason of applicable law;law or any applicable rule, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Guarantees;Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business;business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1);4.02(b)(1); (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets (including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or other disposition of the Equity Interests or assets of such Restricted Subsidiary) permitted under this Indenture to any Person pending the closing of such sale;sale; (G7) encumbrances or restrictions existing under any instrument governing Acquired Indebtedness, or any agreement or other instrument of a Person or with respect to any property acquired by the Company or any Restricted Subsidiary that was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), in each case which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person and/or its Subsidiaries or the assets so acquired;acquired; (H) 8) encumbrances or restrictions arising in connection with existing under any instrument governing Refinancing Indebtedness; Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced;refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person;Person; (J10) restrictions existing under or by reason of Purchase Money Indebtedness incurred in compliance with Section 4.03 4.02 to the extent they impose such restrictions are of the nature described in Section 4.05(34.04(c) on the assets acquired;acquired; (K11) restrictions existing under or by reason of Non-Recourse Indebtedness incurred in compliance with Section 4.03 4.02 to the extent they impose such restrictions are of the nature described in Section 4.05(34.04(c) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets;assets; (L12) customary restrictions in existing under or by reason of other Indebtedness incurred in compliance with Section 4.03; 4.02; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directorsCompany, no more materially restrictive with respect to such encumbrances and than the restrictions than those contained in the existing agreements referenced in clause (D4) of this Section 4.05;4.04; (M13) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with governmental authorities (or an entity sponsored by a governmental authority), in connection with the entitlement of real property or (B) agreements for the funding of roads, sewers or other infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, Xxxxx-Xxxx bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a land developer or homebuilder; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (15) encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of the property or assets of the Company or the Restricted Subsidiary, as applicable, in any manner material to the Company and its Restricted Subsidiaries, taken as a whole; and (N16) any encumbrances or restrictions imposed by any amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M15) of this Section 4.05; 4.04; provided that such amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent’s board of directorsCompany, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this covenant, (1) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests, and (2) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness of the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests to the Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted SubsidiarySubsidiary (it being understood that the subordination of loans and advances made to the Issuer or any Restricted Subsidiary to other Indebtedness or obligations incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Security Documents, the Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract contract, license or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets Equity Interests or assets, as permitted under this Indenture Indenture, to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances 8) any other agreement governing Indebtedness or restrictions arising in connection with Refinancing Indebtedness; provided, however, other obligations entered into after the Issue Date that any such contains encumbrances and restrictions that in the good faith of the Issuer are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in or assets of such partnership, limited liability company, joint venture venture, corporation or similar Person; (J10) Purchase Money Indebtedness and any Refinancing Indebtedness in respect thereof incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) any encumbrance or restriction applicable only to a Foreign Restricted Subsidiary in agreements entered into in connection with Indebtedness incurred by such Foreign Restricted Subsidiary in compliance with subclause (14) of Section 4.10(b); (13) Indebtedness incurred or Equity Interests issued by any Restricted Subsidiary; provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Equity Interests (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Issuer’s ability to pay all principal and interest on the Notes, as determined in good faith by the Chief Financial Officer of the Issuer, whose determination shall be conclusive and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Chief Financial Officer of the Issuer, whose determination shall be conclusive); (14) any encumbrance or restriction existing under Hedging Obligations permitted under this Indenture; and (N15) any encumbrances or restrictions imposed by any amendments amendments, refinancings, modifications, renewals, restatements, increases, supplements or refinancings replacements of the contracts, instruments or obligations referred to in clauses (A1) through (M14) of this Section 4.05above; provided that such amendments amendments, refinancings, modifications, renewals, restatements, increases, supplements or refinancings replacements are, in the good faith judgment of the Parent’s board of directorsIssuer, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on this date of this Indenture (including, without limitation, the Issue Date Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets Equity Interests or assets, as permitted under this Indenture Indenture, to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) Indebtedness incurred or Equity Interests issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Equity Interests (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Issuer’s ability to pay all principal, interest and premium and Liquidated Damages, if any, on the Notes, as determined in good faith by the Chief Executive Officer and the Chief Financial Officer of the Issuer, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Chief Financial Officer of the Issuer, whose determination shall be conclusive); and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable lawlaw or required by any regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date hereof (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)date hereof; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or any other agreement of an acquired Person, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) 8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive in the aggregate than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict (x) the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar PersonPerson or (y) in the case of a Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary, the transfer or distribution of assets of such Restricted Subsidiary; (J10) Purchase Money customary encumbrances or restrictions imposed under any Indebtedness of a Mortgage Subsidiary incurred in compliance with Section 4.03 pursuant to the extent they impose restrictions category of the nature Permitted Indebtedness described in clause (13) of Section 4.05(3) on the assets acquired4.06; (K11) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (12) encumbrances or restrictions under Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in proceeds from the Person holding sale or distribution of such assets; (L13) customary restrictions in other Indebtedness incurred in compliance with Section 4.034.06; provided that such restrictions, taken as a whole, are, in the good faith judgment of the ParentIssuer’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D4) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessabove; and (N14) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M13) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent or any other Restricted Subsidiary; or (3) transfer any of its assets to the Parent or any other Restricted Subsidiary; except for: (A) encumbrances or restrictions existing under or by reason of applicable law; (B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; (C) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D) encumbrances or restrictions existing under agreements existing on the Issue Bridge Loan Closing Date as in effect on the Issue Bridge Loan Closing Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1); (E) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (Aa) encumbrances or restrictions existing under or by reason of applicable law; (Bb) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (Cc) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (Dd) encumbrances or restrictions existing under agreements existing on the Issue Date date hereof (including, without limitation, the Proposed Credit Facility) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any date hereof (or, in the case of the Proposed Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1Facility, as contemplated by the commitment letter relating thereto as of the date hereof); (Ee) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (Ff) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (Gg) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (Hh) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions any Restricted Subsidiary than those contained in effect on the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive Issue Date with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.that Restricted Subsidiary pursuant

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, Indenture (including the Securities Guarantees) and the Security GuaranteesNotes; (C3) non-assignment provisions of or other restrictions on transfer contained in any contract lease, license or any lease entered into in the ordinary course of businessother contract; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on the Issue Date and date of this Indenture (including any Credit Facility or Credit Agreement) (with similar restrictions under any such agreement applicable to future Restricted Subsidiaries being permitted hereunder); (5) encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant (including any Credit Agreement) (including with regard to which Indebtedness has been incurred under Section 4.03(b)(1future Restricted Subsidiaries); (E6) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F7) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) 8) encumbrances or restrictions under any instrument governing Acquired Indebtedness, which encumbrance or restriction is Indebtedness that are not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H9) encumbrances or restrictions arising under any other agreement entered into after the Issue Date that are, in connection with Refinancing Indebtedness; providedthe good faith judgment of the Issuer, however, that any such encumbrances and restrictions are not materially more restrictive restrictive, taken as a whole, with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary (or any future Restricted Subsidiary) pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date (including this Indenture and the Credit Agreements); (I10) restrictions under customary provisions in leases, licenses, partnership agreements, limited liability company organizational or governance documents, joint venture agreements agreements, corporate charters, stockholders’ agreements, and other similar agreements entered into in the ordinary course of business that restrict and documents on the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J11) encumbrances or restrictions imposed under Purchase Money Indebtedness on the assets acquired that are of the nature described in clause (c) above, provided such Purchase Money Indebtedness is incurred in compliance with Section 4.03 to the extent they impose 4.07; (12) restrictions of the nature described in Section 4.05(3clause (c) on above contained in any security agreement or mortgage securing Indebtedness or other obligations of the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 Issuer or any Restricted Subsidiary to the extent they impose such restrictions restrict the transfer of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect property subject to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash security agreement or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessmortgage; and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided provided, however, that such amendments encumbrances or refinancings restrictions are, in the good faith judgment of the Parent’s board of directorsIssuer, no more materially restrictive with respect to such encumbrances and restrictions restrictive, taken as a whole, than those in effect prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Company or any other Restricted Subsidiary; or (3c) sell, lease or transfer any of its assets to the Parent Company or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, rule, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, any Liquidity Facility and the First Lien Notes Documents) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Indebtedness or Lien permitted under this Indenture imposed by the holder of such Indebtedness or Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.09 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) Indebtedness or other contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided, that such restrictions apply only to such Securitization Subsidiary; and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentCompany’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive than those contained in effect on the Issue Date pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10, that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03under this Indenture; provided that any such restrictions, taken as a whole, areencumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Parent’s board Board of directorsDirectors of the Issuer, no more materially restrictive with respect impair the Issuer's ability to such encumbrances and restrictions than those contained in make payment on the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessNotes when due; and (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board Issuer's Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees, Exchange Notes (and any guarantees thereof) and the Security GuaranteesDocuments; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement, the Existing Notes Indentures, the Existing Notes and the Existing Note Guarantees) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture venture, corporation or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the CompanyBorrower) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent or any other Restricted Subsidiary; or (3) transfer any of its assets to the Parent or any other Restricted Subsidiary; except for: (A) encumbrances or restrictions existing under or by reason of applicable law; (B) encumbrances or restrictions existing under this IndentureAgreement, the Securities Loans and the Security Guarantees; (C) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D) encumbrances or restrictions existing under agreements existing on the Issue Closing Date as in effect on the Issue Closing Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(17.3(b)(1); (E) restrictions on the transfer of assets subject to any Lien permitted under this Indenture Agreement imposed by the holder of such Lien; (F) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture Agreement to any Person pending the closing of such sale; (G) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J) Purchase Money Indebtedness incurred in compliance with Section 4.03 7.3 to the extent they impose restrictions of the nature described in Section 4.05(37.5(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 7.3 to the extent they impose restrictions of the nature described in Section 4.05(37.5(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.037.3; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.057.5; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) of this Section 4.057.5; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity capital shall not be deemed a restriction on the ability to make distributions on Equity Interests); (2) make loans or advances or pay any Indebtedness or other obligation obligations owed to the Parent Company or any other Restricted Subsidiary; or (3) sell, lease or transfer any of its property or assets to the Parent Company or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in Section 4.05(1) or Section 4.05(2); except for: (A) encumbrances or restrictions existing under or by reason of applicable law, rule, regulation or order; (B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; (C) non-assignment provisions of any contract contract, license or any lease entered into in the ordinary course of business; (D) encumbrances or restrictions existing under the Revolving Credit Facility and other agreements existing in effect at or entered into on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)Date; (E) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquiredacquired (including after-acquired property); (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not not, in the good faith determination of the Company, materially more restrictive restrictive, taken as a whole, than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I) customary provisions limiting the disposition or distribution of assets or property in joint venture or partnership agreements, asset sale agreements, leases, licenses, partnership agreementsagreements governing Sale and Leaseback Transactions, limited liability company organizational governance documents, joint venture stock sale agreements and other similar agreements entered into in the ordinary course of business business, which limitation is applicable only to the assets that restrict are the transfer subject of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Personagreements; (J) encumbrances or restrictions existing under Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) encumbrances or restrictions existing under Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment determination of the Parent’s board Company, are not expected to impair the ability of directors, no more materially restrictive with respect the Company to such encumbrances and restrictions than those contained in make payments required on the existing agreements referenced in clause (D) of this Section 4.05Securities; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and; (N) encumbrances or restrictions existing under (x) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property; (y) agreements for funding of infrastructure, including in respect of community facility district, metro-district, Xxxxx-Xxxx, local improvement and other similar financing and assessment districts; or (z) bond financings of political subdivisions or enterprises thereof, in each case to the extent entered into in the ordinary course of business pursuant to arrangements customary in the homebuilding industry (and not, for the avoidance of doubt, in respect of or in connection with the incurrence of Indebtedness for borrowed money); (O) encumbrances or restrictions existing under Credit Facilities that, taken as a whole, are, in the good faith determination of the Board of Directors of the Company, customary for Credit Facilities of Persons engaged in a Permitted Business; (P) any encumbrances or restrictions imposed by any amendments amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (MO) of this Section 4.05; provided that such amendments amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment determination of the Parent’s board Board of directorsDirectors of the Company, no not materially more materially restrictive restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Company or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Company or any other Restricted Subsidiary; except in each case for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(14.08(b)(1); (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) 8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 4.08 to the extent they impose restrictions of the nature described in Section 4.05(34.10(c) on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 4.08 to the extent they impose restrictions of the nature described in Section 4.05(34.10(c) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L12) customary restrictions in other Indebtedness incurred in compliance with Section 4.034.08; provided that such restrictions, taken as a whole, are, in the good faith judgment of the ParentCompany’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D4) of this Section 4.054.10; (M13) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with governmental authorities (or an entity sponsored by a governmental authority), in connection with the entitlement of real property or (B) agreements for the funding of roads, sewers or other infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, xxxxx-xxxx bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a land developer or homebuilder; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N15) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M14) of this Section 4.054.10; provided that such amendments or refinancings are, in the good faith judgment of the ParentCompany’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (Aa) encumbrances or restrictions existing under or by reason of applicable law; (Bb) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (Cc) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (Dd) encumbrances or restrictions existing under agreements existing on the Issue Date date hereof (including, without limitation, the Credit Facility) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)date hereof; (Ee) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (Ff) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (Gg) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (Hh) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to the agreements creating or evidencing the Indebtedness being refinanced; (Ii) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (Jj) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they SECTION 4.06 that impose restrictions of the nature described in Section 4.05(3clause (3) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (Nk) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (Aa) through (Mj) of this Section 4.05above; provided provided, however, that such amendments or refinancings are, in the good faith judgment of the Parent’s board Issuer's Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to before such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests held by the Issuer or any Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesDocuments; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement, the Existing Notes Indentures, the Existing Notes and the Existing Note Guarantees) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) encumbrances or restrictions imposed under any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredacquired and encumbrances or restrictions imposed under any agreement of any Person that becomes a Restricted Subsidiary; provided that such encumbrances or restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture venture, corporation or similar PersonPerson or assets of such entities; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and (N12) any encumbrances or restrictions imposed by any amendments amendments, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments amendments, replacements or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendment, replacement or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities and the Security GuaranteesNote Documents; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the agreements creating or evidencing the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business; (12) encumbrances or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of assets subject to such security agreements or mortgages; (13) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial revenue bonds, permitted to be incurred under this Indenture; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer’s ability to make payment on the Notes when due; (14) any encumbrance or restriction pursuant to an agreement with a governmental entity providing for developmental financing on terms which are more favorable (at the time such agreement is entered into) than those available from third party financing sources; (15) any encumbrance or restriction pursuant to the terms of any agreements governing other Indebtedness permitted to be incurred under Section 4.10 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes; and (N16) any encumbrances or restrictions imposed by any amendments or refinancings of the Indebtedness, contracts, instruments or obligations referred to in clauses (A1) through (M15) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the CompanyIssuer) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such LienXxxx; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) 8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L12) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; 4.06, provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D4) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessabove; and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose 4.11 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent or any other Restricted Subsidiary; or (3) transfer any of its assets to the Parent or any other Restricted Subsidiary; , except for: (A) encumbrances or restrictions existing under or by reason of applicable law; (B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; (C) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1); (E) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Starz will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests held by Starz or any other Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Starz or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Starz or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesExchange Notes (and any guarantees thereof); (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of businesslease; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture In denture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredacquired and restrictions under any agreement of any Person that becomes a Restricted Subsidiary provided that such restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (H) encumbrances or restrictions arising 8) any agreement governing Indebtedness entered into after the Issue Date in connection accordance with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinancedSection 4.06; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture venture, corporation or similar PersonPerson or assets of such entities; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or land lords under contracts entered into in the ordinary course of business; and (N12) any encumbrances or restrictions imposed by any amendments amendments, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments amendments, replacements or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendment, replacement or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)date hereof; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.13 on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided provided, however, that such amendments or refinancings are, in the good faith judgment of the Parent’s board Issuer's Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security any Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or any agreement of any Person that was acquired after the Issue Date, in either case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive in the aggregate than those contained in effect on the Issue Date pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.12 on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board Issuer's Board of directorsDirectors, no more materially restrictive in the aggregate with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and (12) encumbrances or restrictions incurred or entered into during any Suspension Period.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Exchange Notes and the Security Note Guarantees; (C3) non-assignment provisions of or other restrictions on transfer contained in any lease, license or other contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of the Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or that date (with similar restrictions under any such agreement applicable to future Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1being permitted hereunder); (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions are that are, in the good faith judgment of the Board of Directors, not materially more restrictive restrictive, taken as a whole, with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary (or any future Restricted Subsidiary) pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.08 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided PROVIDED, HOWEVER, that such amendments or refinancings are, in the good faith judgment of the Parent’s board Issuer's Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions restrictions, taken as a whole, than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03under this Indenture; provided that any such restrictions, taken as a whole, areencumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the ParentBoard of Directors of the Issuer, materially impair the Issuer’s board of directors, no more materially restrictive with respect ability to such encumbrances and restrictions than those contained in make payment on the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessNotes when due; and (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests (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 equity capital shall not be deemed a restriction on the ability to make distributions on Equity Interests); (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A) encumbrances or restrictions existing under or by reason of applicable law, regulation, rule, permit or other regulatory restrictions; (B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; (C) non-assignment provisions of any contract or any lease entered into in the ordinary course of businessbusiness (as determined in good faith by the Issuer); (D) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been is incurred under pursuant to Section 4.03(b)(1)4.03; (E) in the case of Section 4.05(3), restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquiredacquired (including after acquired property); (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not not, in the good faith determination of the Board of Directors or Senior Management of the Issuer, materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I) customary provisions in leasesleases (including Capitalized Leases), licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business (as determined in good faith by the Issuer) that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person;, (J) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) Indebtedness incurred in compliance with Section 4.03(b)(13) to the extent it imposes restrictions of the nature described in Section 4.05(3) above on the assets secured by such Indebtedness or on the Equity Interests in the Person holding such assets; (M) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors or Senior Management, no (a) not materially more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause clauses (B) or (D) of this Section 4.05, or (b) will not have a material adverse effect on the Issuer’s ability to make payments of interest on and principal of the Securities; (N) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder (as determined in good faith by the Issuer); (O) customary restrictions in leases (including Capitalized Leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business to the extent they impose restrictions on the property purchased or leased of the nature described in subsection (3) of this Section 4.05; (MP) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements to the extent they impose restrictions on the property purchased or leased of the nature described in subsection (3) of this Section 4.05; (Q) customary provisions imposed on the transfer of copyrighted or patented materials; (R) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary of the Issuer; (S) in the case of subsection (3) of this Section 4.05, contracts entered into in the ordinary course of business (as determined in good faith by the Issuer), not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary of the Issuer in any manner material to the Issuer or such Restricted Subsidiary; (T) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Issuer or any of its Restricted Subsidiaries or any of their businesses; (U) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness (as determined in good faith by the Issuer); and (NV) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (MU) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors or Senior Management, no either (a) not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingrefinancing or (b) do not materially impair the ability of the Issuer to satisfy its obligations under the Securities.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; (12) encumbrances or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of assets subject to such security agreements or mortgages; (13) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial revenue bonds, permitted to be incurred under this Indenture; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer’s ability to make payment on the Notes when due; and (N14) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M13) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment assignment, pledge or security interest provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities, the 7 3/ 8% Senior Notes and the Senior Notes Indenture) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 of this Indenture that impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.16 on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and; (N12) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under this Indenture; (13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and (14) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary and contractual restrictions against the sale of accounts receivable or the assets related thereto other than in connection with a Qualified Receivables Transaction.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests to the Issuer or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Issuer or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity capital shall not be deemed a restriction on the ability to make distributions on Equity Interests); (2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3) sell, lease or transfer any of its property or assets to the Parent Issuer or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in Section 4.05(1) or (2)); except for: (A) encumbrances or restrictions existing under or by reason of applicable law, regulation, rule, permit or other regulatory restrictions; (B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; (C) non-assignment provisions of any contract or any license or lease entered into in the ordinary course of business; (D) encumbrances or restrictions existing under the Proposed Credit Facility and under agreements existing in effect at or entered into on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)Date; (E) in the case of Section 4.05(3), restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such LienIndenture; (F) restrictions on provisions limiting the transfer disposition or distribution of assets imposed under any agreement or property in Joint Venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitations are applicable only to sell such the assets permitted under this Indenture to any Person pending that are the closing subject of such saleagreements; (G) any instrument governing Acquired Indebtednessencumbrance or restriction with respect to a Restricted Subsidiary or its property or assets in existence on or before the date on which such Restricted Subsidiary or its property or assets were acquired (directly or indirectly) by the Issuer or a Restricted Subsidiary (other than encumbrances or restrictions relating to Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer or a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person so acquired or any of its Subsidiaries, or the assets of the Person so acquiredacquired or any of its Subsidiaries (including after-acquired property); (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinancedrefinanced (for which a determination in good faith by the Issuer’s Board of Directors shall be conclusive); (I) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests. licensed interests or ownership interests in such partnership, limited liability company, joint venture or similar Person;, (J) Purchase Money Indebtedness incurred in the ordinary course of business and in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in the ordinary course of business and in compliance with Section 4.03 to the extent they impose it imposes restrictions of the nature described in Section 4.05(3) on the assets secured by securing such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment determination of the ParentIssuer’s board Board of directors, no Directors (a) are not materially more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05, or (b) will not have a material adverse effect on the Issuer’s ability to make payments of interest on and principal of the Securities (for which a determination in good faith by the Issuer’s Board of Directors shall be conclusive); (M) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder; (N) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (NO) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (MN) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingrefinancing (for which a determination in good faith by the Issuer’s Board of Directors shall be conclusive).

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities and the Security GuaranteesNote Documents; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; (12) encumbrances or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of assets subject to such security agreements or mortgages; (13) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial revenue bonds, permitted to be incurred under this Indenture; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer’s ability to make payment on the Notes when due; and (N14) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M13) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date hereof (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)date hereof; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) 8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not 69 -62- materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board Issuer's Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees, if any; (C3) non-assignment provisions of any contract or any lease or license entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement, the Existing Notes Indenture, the Existing Notes and the Existing Notes Guarantees) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)Date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, so long as such Acquired Indebtedness was not incurred in connection with, or in contemplation of, such acquisition; (H8) encumbrances existing under any other agreement governing Indebtedness incurred by Restricted Subsidiaries of the Issuer in compliance with Section 4.10; provided either (i) encumbrances the provisions relating to such encumbrance or restrictions arising restriction contained in connection with Refinancing such Indebtedness; provided, howevertaken as a whole, that any such encumbrances and restrictions are not materially more restrictive less favorable to the Issuer in any material respect as determined by the Board of Directors of the Issuer in its reasonable and good faith judgment than those the provisions contained in the agreements creating Credit Agreement or evidencing the Existing Notes Indenture, in each case, as in effect on the Issue Date, or (ii) any encumbrance or restriction contained in such Indebtedness being refinanceddoes not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Board of Directors of the Issuer in its reasonable and good faith judgment, to make scheduled payments of cash interest on the Notes beginning on March 1, 2009; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness and Attributable Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease or license entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such LienXxxx; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, so long as such Acquired Indebtedness was not incurred in connection with, or in contemplation of, such acquisition; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness and Attributable Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity capital shall not be deemed a restriction on the ability to make distributions on Equity Interests); (2b) make loans or advances or pay any Indebtedness or other obligation obligations owed to the Parent Company or any other Restricted Subsidiary; or (3c) sell, lease or transfer any of its property or assets to the Parent Company or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in clause (a) or (b) of this Section 4.12); except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, rule, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract contract, license or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing in effect at or entered into on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)Date; (E5) in the case of clause (c) of this Section 4.12, restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquiredacquired (including after-acquired property); (H) 8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not not, in the good faith determination of the Board of Directors of the Company, materially more restrictive restrictive, taken as a whole, than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions limiting the disposition or distribution of assets or property in joint venture or partnership agreements, asset sale agreements, leases, licenses, partnership agreementsagreements governing Sale and Leaseback Transactions, limited liability company organizational governance documents, joint venture stock sale agreements and other similar agreements entered into in the ordinary course of business and with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that restrict are the transfer subject of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Personagreements; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 4.09 to the extent they impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.12 on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 4.09 to the extent they impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.12 on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L12) customary restrictions in other Indebtedness incurred in compliance with Section 4.034.09; provided that such restrictions, taken as a whole, are, in the good faith judgment determination of the Parent’s board Board of directorsDirectors of the Company, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D4) of this Section 4.054.12(c); (M13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business (14) encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property; (B) agreements for funding of infrastructure, including, without limitation, in respect of community facility district, metro-district, Xxxxx-Xxxx, local improvement, and other similar financing and assessment districts; or (C) bond financings of political subdivisions or enterprises thereof, in each case to the extent entered into in the ordinary course of business pursuant to arrangements customary in the homebuilding industry (and not, for the avoidance of doubt, in respect of or in connection with the incurrence of Indebtedness for borrowed money); (15) encumbrances or restrictions existing under Credit Facilities that, taken as a whole, are, in the good faith determination of the Board of Directors of the Company, customary for Credit Facilities of Persons engaged in a Permitted Business; and (N16) any encumbrances or restrictions imposed by any amendments amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M15) of this Section 4.054.12(c); provided that such amendments amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment determination of the Parent’s board Board of directorsDirectors of the Company, no not materially more materially restrictive restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue date hereof (including, without limitation, the Credit Facilities) as in effect on the date hereof or on any Reversion Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; (H) 8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Indenture and the Security GuaranteesNotes; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities, CPI’s 8% senior subordinated notes due 2012, the indenture governing such notes and the guarantees of such notes) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such LienLxxx; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness8) any other agreement governing Indebtedness entered into after the Issue Date; provided, however, provided that any such encumbrances and restrictions contained therein (a) are not materially more restrictive than those contained in effect on the Issue Date pursuant to agreements creating in effect on the Issue Date or evidencing (b) do not prohibit (except upon a default or event of default thereunder or, if after giving effect to any such dividend, a default or event of default would occur thereunder) the Indebtedness being refinancedpayment of dividends in an amount sufficient, as determined by the Board of Directors of the Issuer, in its reasonable and good faith judgment, to make scheduled cash payments on the Notes when due; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10, that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03under this Indenture; provided that any such restrictions, taken as a whole, areencumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the ParentBoard of Directors of the Issuer, materially impair the Issuer’s board of directors, no more materially restrictive with respect ability to such encumbrances and restrictions than those contained in make payment on the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessNotes when due; and (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Security Documents, the Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract contract, license or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on this date of this Indenture (including, without limitation, the Issue Date Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets Equity Interests or assets, as permitted under this Indenture Indenture, to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) any encumbrance or restriction applicable only to a Foreign Restricted Subsidiary in agreements entered into in connection with Indebtedness incurred by such Foreign Restricted Subsidiary in compliance with subclause (14) of Section 4.10(b); (13) Indebtedness incurred or Equity Interests issued by any Restricted Subsidiary; provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Equity Interests (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Issuer’s ability to pay all principal, interest and Liquidated Damages, if any, on the Notes, as determined in good faith by the Chief Executive Officer and the Chief Financial Officer of the Issuer, whose determination shall be conclusive and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Chief Financial Officer of the Issuer, whose determination shall be conclusive); (14) any encumbrance or restriction existing under Hedging Obligations permitted under this Indenture; and (N15) any encumbrances or restrictions imposed by any amendments amendments, refinancings, modifications, renewals, restatements, increases, supplements or refinancings replacements of the contracts, instruments or obligations referred to in clauses (A1) through (M14) of this Section 4.05above; provided that such amendments amendments, refinancings, modifications, renewals, restatements, increases, supplements or refinancings replacements are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities and the Security GuaranteesNote Documents; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, each Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets assets, including the Equity Interests of a Subsidiary, permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtednessor agreement of a Person acquired by the Issuer or any Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the agreements creating or evidencing the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business; (12) encumbrances or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of assets subject to such security agreements or mortgages; (13) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial revenue bonds, permitted to be incurred under this Indenture; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer’s ability to make payment on the Notes when due; (14) any encumbrance or restriction pursuant to an agreement with a governmental entity providing for developmental financing on terms which are more favorable (at the time such agreement is entered into) than those available from third party financing sources; (15) any encumbrance or restriction pursuant to the terms of any agreements governing other Indebtedness permitted to be incurred under Section 4.10 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes; (16) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; and (N17) any encumbrances or restrictions imposed by any amendments or refinancings of the Indebtedness, contracts, instruments or obligations referred to in clauses (A1) through (M16) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. For purposes of determining compliance with this Section 4.15, (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (y) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Discount Notes, the Discount Note Guarantees and the Security GuaranteesCollateral Agreements; (C3) encumbrances or restrictions existing under the Credit Facilities and the Credit Agreement Security Documents; (4) customary non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D5) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E6) restrictions on the transfer of assets subject to any Lien permitted under this Indenture (including, without limitation, Liens securing Purchase Money Indebtedness) imposed by the holder of such Lien; (F7) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing Acquired Indebtedness8) encumbrances or restrictions imposed under agreements with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary after the Issue Date, which encumbrance that are in existence at the time such Person becomes a Restricted Subsidiary, and not created in connection with or restriction is in anticipation of such Person becoming a Restricted Subsidiary, and that are not applicable to any Person, Person or the assets of any Person, Person other than the such Person or the assets so acquiredof such Person becoming a Restricted Subsidiary; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person;; and (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose any encumbrances or restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03imposed under any instrument governing Refinancing Indebtedness; provided that such restrictionsprovided, taken as a whole, arethat, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions are not materially more restrictive than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingIndebtedness being refinanced.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this IndentureIndenture (including the Guarantees), the Securities Notes and the Security GuaranteesExchange Notes (including any Guarantees (or other guarantees) thereof and any indenture under which the Exchange Notes are issued); (C3) non-assignment provisions of or other restrictions on transfer contained in any contract lease, license or any lease entered into in the ordinary course of businessother contract; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on (including any Credit Facility or Credit Agreement, and including the Issue Date Senior Notes Indenture and the 2009 Senior Subordinated Notes Indenture) (with similar restrictions under any such agreement applicable to future Restricted Subsidiaries being permitted hereunder); (5) encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant (including any Credit Agreement) (including with regard to which Indebtedness has been incurred under Section 4.03(b)(1future Restricted Subsidiaries); (E6) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F7) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) 8) encumbrances or restrictions under any instrument governing Acquired Indebtedness, which encumbrance or restriction is Indebtedness that are not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H9) encumbrances or restrictions arising under any other agreement entered into after the Issue Date that are, in connection with Refinancing Indebtedness; providedthe good faith judgment of the Issuer, however, that any such encumbrances and restrictions are not materially more restrictive restrictive, taken as a whole, with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary (or any future Restricted Subsidiary) pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date (including this Indenture, the Senior Notes Indenture, the 2009 Senior Subordinated Notes Indenture and the Credit Agreements); (I10) restrictions under customary provisions in leases, licenses, partnership agreements, limited liability company organizational or governance documents, joint venture agreements agreements, corporate charters, stockholders’ agreements, and other similar agreements entered into in the ordinary course of business that restrict and documents on the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J11) encumbrances or restrictions imposed under Purchase Money Indebtedness on the assets acquired that are of the nature described in clause (c) above, provided such Purchase Money Indebtedness is incurred in compliance with Section 4.03 to the extent they impose 4.07; (12) restrictions of the nature described in Section 4.05(3clause (c) on above contained in any security agreement or mortgage securing Indebtedness or other obligations of the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 Issuer or any Restricted Subsidiary to the extent they impose such restrictions restrict the transfer of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect property subject to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash security agreement or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessmortgage; and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided provided, however, that such amendments encumbrances or refinancings restrictions are, in the good faith judgment of the Parent’s board of directorsIssuer, no more materially restrictive with respect to such encumbrances and restrictions restrictive, taken as a whole, than those in effect prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under under. or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such LienXxxx; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or any agreement of any Person that was acquired after the Issue Date, in either case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive in the aggregate than those contained in effect on the Issue Date pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.12 on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.054.12; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive in the aggregate with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and (12) encumbrances or restrictions incurred or entered into during any Suspension Period.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests held by the Issuer or a Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted SubsidiaryGuarantor; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted SubsidiaryGuarantor; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesExchange Notes (and any guarantees thereof); (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement and the Existing Notes Indenture) as in effect on the Issue Date and that date; (5) encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1); (E) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) encumbrances or restrictions on the transfer of assets imposed under any agreement to sell assets, including Qualified Equity Interests of such assets Restricted Subsidiary, permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument or agreement governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances 8) any other instrument or restrictions arising in connection with Refinancing Indebtedness; provided, however, agreement entered into after the Issue Date that any such contains encumbrances and restrictions are that, as determined by the Issuer, will not materially more restrictive than those contained in adversely affect the agreements creating Issuer’s ability to make principal or evidencing interest payments on the Indebtedness being refinancedNotes; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Personagreements; (J10) Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with Section 4.03 to the extent they 4.05 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness encumbrances or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business; and; (N12) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (13) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (14) any encumbrances or restrictions imposed by any amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in clauses (A1) through (M13) of this Section 4.05above; provided that that, as determined by the Issuer, such amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent’s board of directors, no (a) are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancingrefinancings or (b) as determined by the Issuer, will not materially adversely affect the Issuer’s ability to make principal or interest payments on the Notes; and (15) encumbrances or restrictions imposed on any member of the Match Group in connection with the Match Transactions.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesDocuments; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Existing Notes Issue Date (including, without limitation, the Credit Agreements, the Existing Notes Indenture, the Existing Notes and the Existing Note Guarantees) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Existing Notes Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Existing Notes Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedExisting Notes Issue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture venture, corporation or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (Ai) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (Bii) encumbrances or restrictions existing under this Supplemental Indenture, the Securities 5.625% Notes, the Note Guarantees and the Security GuaranteesCredit Agreement; (Ciii) non-assignment or subletting provisions of any contract or any lease entered into in the ordinary course of business; (Div) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (Ev) restrictions on the transfer of assets subject relating to any Lien permitted under this Supplemental Indenture imposed by the holder of such Lien; (Fvi) restrictions on the transfer of assets imposed under any agreement to sell such assets (including capital stock) permitted under this Supplemental Indenture to any Person pending the closing of such sale; (Gvii) restrictions imposed under any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of Restricted Subsidiary as in effect at the time of its acquisition by the Issuer or other Restricted Subsidiary so long as such Equity Interest was not issued or incurred in contemplation of or in connection with such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (Hviii) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not not, in the good faith judgment of the Issuer’s Board of Directors, materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (Iix) customary provisions in leasespartnership agreements, licenses, partnership shareholder agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (Jx) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (Mxi) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; (xii) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under this Supplemental Indenture; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer’s ability to make payment on the 5.625% Notes when due; (xiii) any encumbrance or restriction pursuant to Hedging Obligations; and (Nxiv) any encumbrances or restrictions imposed by any amendments amendments, restatements, renewals, replacements, refundings or refinancings of the contracts, instruments or obligations referred to in clauses (Ai) through (Mxiii) of this Section 4.05above or any amendments, restatements, renewals, replacements, refundings or refinancings thereof; provided that such amendments amendments, restatements, renewals, replacements, refundings or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendment, restatement, renewal, replacement, refunding or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security any Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Agreement) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or any agreement of any Person that was acquired after the Issue Date, in either case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive in the aggregate than those contained in effect on the Issue Date pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in clause (c) of this Section 4.05(3) 4.12 on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive in the aggregate with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and (12) encumbrances or restrictions incurred or entered into during any Suspension Period.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Security Documents, the Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date this date of this Indenture as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets Equity Interests or assets, as permitted under this Indenture Indenture, to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) Indebtedness incurred or Equity Interests issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Equity Interests (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Issuer’s ability to pay all principal, interest and premium and Liquidated Damages, if any, on the Notes, as determined in good faith by the Chief Executive Officer and the Chief Financial Officer of the Issuer, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Chief Financial Officer of the Issuer, whose determination shall be conclusive); and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; (12) encumbrances or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of assets subject to such security agreements or mortgages; (13) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial revenue bonds, permitted to be incurred under this Indenture; PROVIDED that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer's ability to make payment on the Notes when due; and (N14) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M13) of this Section 4.05above; provided PROVIDED that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment or subletting provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets (including capital stock) permitted under this Indenture to any Person pending the closing of such sale;; Table of Contents -56- (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not not, in the good faith judgment of the Issuer’s Board of Directors, materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leasespartnership agreements, licenses, partnership shareholder agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; (12) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under this Indenture; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Issuer, materially impair the Issuer’s ability to make payment on the Notes when due; and (N13) any encumbrances or restrictions imposed by any amendments amendments, restatements, renewals, replacements, refundings or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above or any amendments, restatements, renewals, replacements, refundings or refinancings thereof; provided that such amendments amendments, restatements, renewals, replacements, refundings or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendment, restatement, renewal, replacement, refunding or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for. The preceding limitation will not apply to: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date date hereof (including, without limitation, the Credit Facilities and the Warehouse Facility) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)date hereof; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquiredacquired and which encumbrance or restriction was not incurred in connection with, or in contemplation of the incurrence of such Acquired Indebtedness; (H) 8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to the agreements creating or evidencing the Indebtedness being refinanced; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M10) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests held by the Issuer or any Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesDocuments; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement, the Existing Notes Indentures, the Existing Notes and the Existing Note Guarantees) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) encumbrances or restrictions imposed under any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredacquired and encumbrances or restrictions imposed under any agreement of any Person that becomes a Restricted Subsidiary provided that such encumbrances or restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture venture, corporation or similar PersonPerson or assets of such entities; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and; (N12) any encumbrances or restrictions imposed by any amendments amendments, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments amendments, replacements or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment amendment, replacement or refinancing; and (13) any encumbrances or restrictions solely in favor of the Issuer and/or Restricted Subsidiaries.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (other than the Company) to:each, a "RESTRICTION"): (1a) pay dividends or make any other distributions on or in respect of its Equity InterestsInterests to the Issuer or any Restricted Subsidiary; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, statute, rule, regulation or governmental or court order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesExchange Notes and the Note Guarantees in respect thereof; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell or dispose of such assets permitted under this Indenture to any Person pending the closing of such salesale or disposition; (G7) any instrument governing Acquired IndebtednessIndebtedness permitted to be incurred by the terms of this Indenture (except to the extent such Indebtedness was incurred or such encumbrance or restriction was imposed or created in connection with or in contemplation or anticipation of the acquisition of such Person by the Issuer or any of its Restricted Subsidiaries), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in in, or the assets of, such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with Section 4.03 to the extent they 4.10 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K11) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the nature described contracts, instruments or obligations referred to in Section 4.05(3clauses (2), (4), (7) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L10) customary restrictions in other Indebtedness incurred in compliance with Section 4.03above; provided provided, however, that such restrictionsamendments, taken as a wholemodifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent’s board Issuer's Board of directorsDirectors, no not materially more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced referred to in clause such clauses (D2), (4), (7) of this Section 4.05or (10); (M12) customary non-assignment provisions in leases, licenses or contracts entered into in the ordinary course of business and consistent with past practices; (13) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Refinancing Indebtedness; and (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (N) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) of this Section 4.05; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes, the Note Guarantees and the Security GuaranteesDocuments; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreements) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture venture, corporation or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they 4.06 that impose restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under contracts entered into in the ordinary course of business; and (N12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M11) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the Parent’s board of directors, no are not materially more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law; (B2) encumbrances or restrictions existing under this Indenture, the Securities Indenture (including the Guarantees) and the Security GuaranteesNotes; (C3) non-assignment provisions of or other restrictions on transfer contained in any contract lease, license or any lease entered into in the ordinary course of businessother contract; (D4) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on (including any Credit Facility (including the Issue Date Credit Agreement), the Senior Notes Indenture and the Existing Senior Subordinated Notes Indentures) (with similar restrictions under any such agreement applicable to future Restricted Subsidiaries being permitted hereunder); (5) encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant (including any Credit Agreement) (including with regard to which Indebtedness has been incurred under Section 4.03(b)(1future Restricted Subsidiaries); (E6) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F7) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) 8) encumbrances or restrictions under any instrument governing Acquired Indebtedness, which encumbrance or restriction is Indebtedness that are not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H9) encumbrances or restrictions arising under any other agreement entered into after the Issue Date that are, in connection with Refinancing Indebtedness; providedthe good faith judgment of the Issuer, however, that any such encumbrances and restrictions are not materially more restrictive restrictive, taken as a whole, with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary (or any future Restricted Subsidiary) pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date (including the Indenture, the Senior Notes Indenture, the Existing Senior Subordinated Notes Indentures and the Credit Agreement); (I10) restrictions under customary provisions in leases, licenses, partnership agreements, limited liability company organizational or governance documents, joint venture agreements agreements, corporate charters, stockholders’ agreements, and other similar agreements entered into in the ordinary course of business that restrict and documents on the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J11) encumbrances or restrictions imposed under Purchase Money Indebtedness on the assets acquired that are of the nature described in clause (c) above, provided such Purchase Money Indebtedness is incurred in compliance with Section 4.03 to the extent they impose 4.07; (12) restrictions of the nature described in Section 4.05(3clause (c) on above contained in any security agreement or mortgage securing Indebtedness or other obligations of the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 Issuer or any Restricted Subsidiary to the extent they impose such restrictions restrict the transfer of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect property subject to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M) restrictions on cash security agreement or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessmortgage; and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided provided, however, that such amendments encumbrances or refinancings restrictions are, in the good faith judgment of the Parent’s board of directorsIssuer, no more materially restrictive with respect to such encumbrances and restrictions restrictive, taken as a whole, than those in effect prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity capital shall not be deemed a restriction on the ability to make distributions on Equity Interests); (2) make loans or advances or pay any Indebtedness or other obligation obligations owed to the Parent Company or any other Restricted Subsidiary; or (3) sell, lease or transfer any of its property or assets to the Parent Company or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in Section 4.05(1) or Section 4.05(2); except for: (A) encumbrances or restrictions existing under or by reason of applicable law, rule, regulation or order; (B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; (C) non-assignment provisions of any contract contract, license or any lease entered into in the ordinary course of business; (D) encumbrances or restrictions existing under the credit agreement governing the Revolving Credit Facility, the indenture governing the Existing Notes and other agreements existing in effect at or entered into on the Issue Date as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)Date; (E) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (F) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquiredacquired (including after-acquired property); (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not not, in the good faith determination of the Company, materially more restrictive restrictive, taken as a whole, than those contained in the agreements creating or evidencing the Indebtedness being refinanced; (I) customary provisions limiting the disposition or distribution of assets or property in joint venture or partnership agreements, asset sale agreements, leases, licenses, partnership agreementsagreements governing Sale and Leaseback Transactions, limited liability company organizational governance documents, joint venture stock sale agreements and other similar agreements entered into in the ordinary course of business business, which limitation is applicable only to the assets that restrict are the transfer subject of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Personagreements; (J) encumbrances or restrictions existing under Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets acquired; (K) encumbrances or restrictions existing under Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment determination of the Parent’s board Company, are not expected to impair the ability of directors, no more materially restrictive with respect the Company to such encumbrances and restrictions than those contained in make payments required on the existing agreements referenced in clause (D) of this Section 4.05Securities; (M) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (N) encumbrances or restrictions existing under (x) development agreements or other contracts entered into with municipal entities, agencies, sponsors, land developers or sellers of real property in connection with the entitlement or development of real property; (y) agreements for funding of infrastructure, including in respect of community facility district, metro-district, Mxxxx-Xxxx, local improvement and other similar financing and assessment districts; or (z) bond financings of political subdivisions or enterprises thereof, in each case to the extent entered into in the ordinary course of business pursuant to arrangements customary in the homebuilding industry (and not, for the avoidance of doubt, in respect of or in connection with the incurrence of Indebtedness for borrowed money); (O) encumbrances or restrictions existing under Credit Facilities that, taken as a whole, are, in the good faith determination of the Board of Directors of the Company, customary for Credit Facilities of Persons engaged in a Permitted Business; and (NP) any encumbrances or restrictions imposed by any amendments amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (MO) of this Section 4.05; provided that such amendments amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment determination of the Parent’s board Board of directorsDirectors of the Company, no not materially more materially restrictive restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company) to: (1a) pay dividends or make any other distributions on or in respect of its Equity Interests; (2b) make loans or advances advances, or pay any Indebtedness or other obligation owed owed, to the Parent Issuer or any other Restricted Subsidiary; or (3c) transfer any of its assets to the Parent Issuer or any other Restricted Subsidiary; except for: (A1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (B2) encumbrances or restrictions existing under this Indenture, the Securities Notes and the Security Note Guarantees; (C3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (D4) encumbrances or restrictions existing under agreements existing on this date of this Indenture (including, without limitation, the Issue Date Credit Facilities) as in effect on the Issue Date and encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1)that date; (E5) restrictions on the transfer of assets subject relating to any Lien permitted under this Indenture imposed by the holder of such Lien; (F6) restrictions on the transfer of assets imposed under any agreement to sell such assets Equity Interests or assets, as permitted under this Indenture Indenture, to any Person pending the closing of such sale; (G7) any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, 8) any other agreement governing Indebtedness entered into after the Issue Date that any such contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those contained in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements creating or evidencing in effect on the Indebtedness being refinancedIssue Date; (I9) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar Person; (J10) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they impose 4.10 that imposes restrictions of the nature described in Section 4.05(3clause (c) above on the assets acquired; (K) Non-Recourse Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person holding such assets; (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (D) of this Section 4.05; (M11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) Indebtedness incurred or Equity Interests issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Equity Interests (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Issuer’s ability to pay all principal, interest and premium and Liquidated Damages, if any, on the Notes, as determined in good faith by the Chief Executive Officer and the Chief Financial Officer of the Issuer, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Chief Financial Officer of the Issuer, whose determination shall be conclusive); and (N13) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A1) through (M12) of this Section 4.05above; provided that such amendments or refinancings are, in the good faith judgment of the ParentIssuer’s board Board of directorsDirectors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.