Common use of Limitation on Certain Restrictions on Subsidiaries Clause in Contracts

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries its Subsidiaries, or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Company or a any Subsidiary of the Borrower Company in the ordinary course of business, (vvi) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(lSection 8.01(iii), (vii), (viii), (ix) and (mxviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (vic) any document above, customary restrictions in joint venture agreements entered into by the Company or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessits Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit Guarantor or any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends Dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by Holdings the Borrower, Guarantor or any Subsidiary of Holdingstheir Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower, Guarantor or a Subsidiary any of Holdingstheir respective Subsidiaries, (by) make loans or advances to Holdings the Borrower, Guarantor or any of Holdings' their respective Subsidiaries or (cz) transfer any of its properties or assets to Holdings the Borrower, Guarantor or any of Holdings' their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Borrower, Guarantor or a Subsidiary any of the Borrowertheir respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower Borrower, Guarantor or a Subsidiary any of the Borrower their respective Subsidiaries in the ordinary course of business, and (v) customary provisions restricting restrictions on the transfer of any assets subject to Liens or restrictions on the making of distributions imposed in connection with a Lien permitted under by Sections 8.03(l7.2.3(b), (c) and or (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessd).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessEffective Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, the Parent Credit Agreement, the Senior Notes Documents and the Existing Intercompany Indebtedness, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, business and (v) customary provisions restricting any holder of a Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessthereto.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (vvi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) thereto and (mvii) and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessClosing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of HoldingsRestricted Subsidiary, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsany Restricted Subsidiary, (b) make loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries Restricted Subsidiary or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' SubsidiariesRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of agreements which (x) exist on the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) Closing Date and (mto the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (viy) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any document agreement evidencing any permitted renewal, extension or instrument evidencing Foreign Subsidiary Working Capital refinancing of such Indebtedness so long as such encumbrance renewal, extension or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.refinancing does not expand the

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- PESCO will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings PESCO or any Subsidiary of HoldingsPESCO, or pay any Indebtedness Funded Debt owed to Holdings PESCO or a any Subsidiary of HoldingsPESCO, (b) make loans or advances to Holdings PESCO or any Subsidiary of Holdings' Subsidiaries PESCO or (c) transfer any of its properties or assets to Holdings PESCO or any Subsidiary of Holdings' SubsidiariesPESCO, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower PESCO or a any Subsidiary of the BorrowerPESCO, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower PESCO or a any Subsidiary of the Borrower PESCO in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) business and (vi) restrictions on the transfer of any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies asset subject to the Foreign Subsidiary incurring such Indebtednessa Lien permitted by Sections 9.01 (vi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Company will not, not and will not permit any of its Subsidiaries to, and the Delaware Sub will not, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to or the Delaware Sub, as the case may be, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Company or any Subsidiary of Holdingsthe Company, or pay any Indebtedness owed to Holdings the Company or a Subsidiary of Holdings, the Company, (b) make loans or advances to Holdings the Company or any of Holdings' the Company’s Subsidiaries or or (c) transfer any of its properties or assets to Holdings the Company or any of Holdings' the Company’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest of the Borrower Company or a Subsidiary of the BorrowerCompany, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Company or a Subsidiary of the Borrower Company in the ordinary course of business, (v) customary provisions Permitted Liens restricting the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessFirst Draw Down Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdingsthe Borrower' Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) the Note Documents, (vi) the Existing Indebtedness Agreements, and (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Sections Section 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Parent Guarantor will not, and will not permit any of its Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary Credit Party to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Parent Guarantor or any Subsidiary of Holdingsits Subsidiaries, or pay any Financial Indebtedness owed to Holdings the Parent Guarantor or a Subsidiary of Holdingsthe Parent Guarantor, (b) make loans or advances to Holdings the Parent Guarantor or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings the Parent Guarantor or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Parent Guarantor or a Subsidiary of the BorrowerParent Guarantor, (iv) customary provisions restricting assignment of any licensing agreement (including a ship purchase agreement) entered into by the Borrower Parent Guarantor or a Subsidiary of the Borrower Parent Guarantor in the ordinary course of business, (v) customary provisions restricting any holder of a Lien on assets other than the Collateral may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessrestrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l8.03(k) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessSenior Subordinated Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Parent and Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Parent or any Subsidiary of Holdingsthe Parent, or pay any Indebtedness owed to Holdings the Parent or a Subsidiary of Holdingsthe Parent, (b) make loans or advances to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the 2011 Credit Agreement and the 2010 Credit Agreement as in effect on the Closing Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Parent or a Subsidiary of the BorrowerParent, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Parent or a Subsidiary of the Borrower Parent in the ordinary course of business, (vvi) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(lthereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement and (mviii) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens any instrument governing any Indebtedness permitted under Sections 8.03(l) and (m) and Section 9.04(g), 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, (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies agreements existing on the Effective Date to the Foreign Subsidiary incurring extent and in the manner such Indebtednessagreements are in effect on the Effective Date and (vii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (ii), (v) or (vi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens any instrument governing any Indebtedness permitted under Sections 8.03(l) and (m) and Section 9.04(g), 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; (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies agreements existing on the Effective Date to the Foreign Subsidiary incurring extent and in the manner such Indebtednessagreements are in effect on the Effective Date; and (vii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (ii), (v) or (vi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings such Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings such Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings such Borrower or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings such Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of ; provided that the foregoing shall not apply to (i) applicable lawrestrictions and conditions imposed by law or by any Loan Document, (ii) this Agreement and agreements entered into with an Applicable Insurance Regulatory Authority or ratings agency in the other Credit Documentsordinary course of business or any requirement imposed or required by any Applicable Insurance Regulatory Authority, (iii) customary provisions restricting subletting in partnership agreements, shareholders agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement restrictions imposed under contracts (including Policies and insurance contracts) or trust agreements, in each case, entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit DocumentsDocuments or the First Horizon International Financing, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (iv) except where the existence of such provision causes or may be reasonably believed to cause a Material Adverse Effect, customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting restrictions on the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any document asset subject to a Lien permitted by Section 9.1(iii), (vi) or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness(vii).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a and leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting restrictions on the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any document asset subject to a Lien permitted by Section 8.06(iii), (vi), (vii) or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness(xiii).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Holdings Parent or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings Parent or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings Parent or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings Parent or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Intercompany Secured Notes, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Parent or a Subsidiary any of the Borrowerits Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which Parent or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Parent or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (vvi) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to Liens a Lien permitted under Sections 8.03(l) and (m) and by Section 8.01(iii), (vi), (vii), (xiv), (xv) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness(xvi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of any such Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of HoldingsCompany, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdingsany Company, (bii) make loans or advances to Holdings or any of Holdings' Subsidiaries Company or (ciii) transfer any of its properties or assets to Holdings or any of Holdings' SubsidiariesCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) (x) this Agreement and the other Credit Loan Documents, (y) the Existing Debt Agreements as in effect on the Closing Date and (z) with respect to clause (iii) above, covenants in documents creating Liens permitted by Section 6.02(i) prohibiting or restricting the transfer of the properties encumbered thereby; (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Subsidiary; (ivd) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, ; (ve) customary provisions restricting restrictions and conditions contained in any agreement relating to the transfer sale of assets subject any property pending the consummation of such sale; provided that (i) such restrictions and conditions apply only to Liens permitted under Sections 8.03(l) the property to be sold, and (mii) and such sale is permitted hereunder; and (vif) any document encumbrances or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (b)(y) above; provided that such encumbrance amendments or restriction only applies refinancings are no more materially restrictive with respect to the Foreign Subsidiary incurring such Indebtednessencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Parent or any Subsidiary of Holdingsthe Parent, or pay any Indebtedness owed to Holdings the Parent or a Subsidiary of Holdingsthe Parent, (b) make loans or advances to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Other Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other Other Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Parent or a Subsidiary of the BorrowerParent, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Parent or a Subsidiary of the Borrower Parent in the ordinary course of business, (vvi) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(lthereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Effective Date in accordance with the provisions of this Agreement, and (mviii) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (bii) make loans or advances to Holdings or any of Holdings' Subsidiaries or (ciii) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (iA) applicable law, (iiB) this Agreement and the other Credit Documents, (iiiC) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivD) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) business and (mE) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessSenior Subordinated Note Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary Credit Party to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Financial Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries or its Subsidiaries, (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' Subsidiariesits Subsidiaries or (d) create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement (including a ship purchase agreement) entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any holder of a Lien on assets other than the Collateral may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessrestrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessrestrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, or (b) make loans or advances to Holdings the Borrower or any Subsidiaries of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances Liens or restrictions existing under or by reason of (i) applicable lawLaw, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, ; and (v) customary provisions restricting the transfer of assets subject distributions pursuant to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessPermitted Receivables Transaction.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrowers will not, and nor will not they permit any of its their Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to of their Subsidiaries or (ai) pay dividends or make any other distributions on its capital stock Capital Stock or pay and Indebtedness or other obligation owed to the Company or any of its other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of HoldingsSubsidiaries, (bii) make any loans or advances to Holdings the Company or any of Holdings' Subsidiaries its other Subsidiaries, or (ciii) transfer any of its properties property or assets to Holdings the Company or any of Holdings' its other Subsidiaries, except for such encumbrances except: (a) any encumbrance or restrictions existing under restriction pursuant hereto or by reason of to an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.16 hereto; (ib) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting any encumbrance or assignment of any lease governing a leasehold interest of the Borrower or restriction with respect to a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of Company pursuant to an agreement relating to any licensing agreement entered into Indebtedness issued by such Subsidiary on or prior to the Borrower or date on which such Subsidiary became a Subsidiary of the Borrower in Company or was acquired by the ordinary course Company (other than Indebtedness issued as consideration in, or to provide all or any portion of businessthe funds utilized to consummate, (v) customary provisions restricting the transfer transaction or series of assets subject related transactions pursuant to Liens permitted under Sections 8.03(lwhich such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (m) and (vic) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies consisting of customary non-assignment provisions in leases governing leasehold interests to the Foreign Subsidiary incurring extent such Indebtednessprovisions restrict the transfer of the lease; and (d) in the case of clause (iii) above, Permitted Liens or other restrictions contained in security agreements securing Indebtedness permitted hereby to the extent such restrictions restrict the transfer of the property subject to such security agreements.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents and the Senior Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) business and (vi) restrictions on the transfer of any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies asset subject to the Foreign Subsidiary incurring such Indebtednessa Lien permitted by Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessrestrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdings, the Borrower or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) the Senior Subordinated Note Documents, (vi) the Existing Indebtedness Agreements and (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l8.03(k) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on in respect of its capital stock or any other interest Equity Interests or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course Ordinary Course of businessBusiness, (v) customary provisions restricting restrictions on the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and any asset pending the close of the sale of such asset, (vi) restrictions which, in the reasonable opinion of the Agents, are not more restrictive (taken as a whole) than the restrictions hereof; and (vii) restrictions on the transfer of any document asset subject to a Lien permitted by Section 11.01(iii), (vi), (xv) or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness(xvi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' ’ Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' ’ Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- (a) The Borrower will not, and will not permit any of its respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Restricted Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Restricted Subsidiary of Holdingsthe Borrower, (by) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Restricted Subsidiaries or (cz) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Restricted Subsidiary of the Borrower, Borrower and (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Restricted Subsidiary of the Borrower in the ordinary course of business. (b) The Borrower will not permit any of its Unrestricted Subsidiaries to, (v) customary provisions restricting directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction whatsoever on the transfer operations of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessBorrower and/or its Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw (including, in the case of the Captive Insurance Company, the New York Insurance Law and the regulations promulgated thereunder), (ii) this Agreement and the other Credit Documents, (iii) the Senior Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (vvi) customary provisions restricting restrictions on the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as asset pending the close of the sale of such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.asset,

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any contractual encumbrance or restriction in or on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Company or any Subsidiary of Holdingsthe Company, or pay any Indebtedness owed to Holdings the Company or a Subsidiary of Holdingsthe Company, (b) make loans or advances to Holdings the Company or any of Holdings' Subsidiaries the Company's other Subsidiaries, or (c) transfer any of its properties property or assets to Holdings the Company or any of Holdings' the Company's other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the BorrowerCompany, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower Company in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and section 9.3(k), (vi) encumbrances and restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date and customary restrictions governing any of the Indebtedness of a Subsidiary permitted pursuant to section 9.4, (vii) any document or instrument evidencing Foreign Subsidiary Working Capital relating to Indebtedness so long secured by a Lien permitted by section 9.3, insofar as such encumbrance or restriction only applies to the Foreign Subsidiary incurring provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (viii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other person.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit Guarantor or any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends Dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by Holdings the Borrower, Guarantor or any Subsidiary of Holdingstheir Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower, Guarantor or a Subsidiary any of Holdingstheir respective Subsidiaries, (by) make loans or advances to Holdings the Borrower, Guarantor or any of Holdings' their respective Subsidiaries or (cz) transfer any of its properties or assets to Holdings the Borrower, Guarantor or any of Holdings' their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Borrower, Guarantor or a Subsidiary any of the Borrowertheir respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower Borrower, Guarantor or a Subsidiary any of the Borrower their respective Subsidiaries in the ordinary course of business, business and (v) customary provisions restricting restrictions on the transfer of any assets subject to Liens or restrictions on the making of distributions imposed in connection with a Lien permitted under by Sections 8.03(l7.2.3(b), (c) and or (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessd).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries its Subsidiaries, or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Company or a any Subsidiary of the Borrower Company in the ordinary course of business, (vvi) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(lSection 8.01(iii), (vii), (viii), (ix) and (mxviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ix) in the case of clauses (b) and (vic) any document above, customary restrictions in joint venture agreements entered into by the Company or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessits Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (iv) except where the existence of such provision causes or may be reasonably believed to cause a Material Adverse Effect, customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting restrictions on the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any document asset subject to a Lien permitted by Section 9.01(iii), (vi) or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness(vii).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 8.06(u) or a Permitted Acquisition effected in accordance with Section 8.02(q), PROVIDED that the restrictions applicable to the respective Joint Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vi) the Rollover Senior Subordinated Note Documents, (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l8.03(k) and (m) and ), (viviii) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness Line of Credit so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness, and (ix) the transactions contemplated by the documents governing the Vendor Financing Program and/or the Alternate Vendor Financing Program.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the New Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (vvi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) thereto and (mvii) and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessOriginal Closing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, the Senior Notes, the Trico Subsea AS Credit Agreement, Trico Cayman Intercompany Loan and the Trico Supply Intercompany Loan Documentation, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting restrictions on the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any document asset subject to a Lien permitted by Section 10.01(iii), (v) or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness(vi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, and will not apply to the Bankruptcy Court for authority to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) the Senior Subordinated Note Documents, (vi) the agreements evidencing the Existing Indebtedness that remain outstanding after the Petition Date, (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) Section 8.3(k), and (mviii) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessExisting Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrowers will not, and will not permit any of its Subsidiaries the Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of Holdings or any such Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings any of the Borrowers or any Subsidiary of Holdingsany of the Borrowers, or pay any Indebtedness owed to Holdings any of the Borrowers or a Subsidiary of Holdingsany of the Borrowers, (b) make loans or advances to Holdings any of the Borrowers, or any Subsidiary of Holdings' Subsidiaries any of the Borrowers or (c) transfer any of its properties or assets to Holdings any of the Borrowers or any Subsidiary of Holdings' Subsidiariesany of the Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary any of the BorrowerBorrowers or such Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement contract entered into by the Borrower or a Subsidiary any of the Borrower Borrowers or such Subsidiary in the ordinary course of business, and (v) customary provisions restricting any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessthereto.

Limitation on Certain Restrictions on Subsidiaries. Each of Holdings -------------------------------------------------- and each other Borrower will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Existing Senior Subordinated Notes Documents, (iv) the Senior Secured Notes Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (vvii) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to Liens a Lien permitted under Sections 8.03(l) and (m) and by Section 10.01(iii), (vi), (vii), (xv) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness(xvi)(x).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) after the issuance of any Permitted Subordinated Notes, the Permitted Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (vvi) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to Liens a Lien permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessby Section 6.1.

Limitation on Certain Restrictions on Subsidiaries. Holdings The -------------------------------------------------- Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, or (b) make loans or advances to Holdings the Borrower or any Subsidiaries of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances Liens or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Borrower and (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings The -------------------------------------------------- Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or of any other interest or participation in its profits owned by Holdings or the Borrower, any Subsidiary of Holdings, the Borrower or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' Subsidiaries, its Subsidiaries except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Borrower, or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, ; (v) the Senior Subordinated Note Documents and (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Sections Section 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- and the Borrowers will not, and will not permit any of its their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries its Subsidiaries, or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Borrowers or a any Subsidiary of the Borrower Borrowers in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(lSection 8.01(iii), (vii) and (m) and viii), (vi) any document restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (vii) any restrictions or instrument evidencing Foreign Subsidiary Working Capital conditions imposed by any agreement relating to secured Indebtedness so long as permitted by this Agreement if such encumbrance restrictions or restriction conditions apply only applies to the Foreign Subsidiary incurring property or assets securing such IndebtednessIndebtedness and (viii) any restrictions, after the issuance thereof, in the Permitted Seller Notes.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Corporate Guarantor will not, and will not permit any of its Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary Credit Party to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Corporate Guarantor, the Borrower or any Subsidiary of Holdingstheir respective Subsidiaries, or pay any Financial Indebtedness owed to Holdings the Corporate Guarantor, the Borrower or a Subsidiary any of Holdingstheir respective Subsidiaries, (b) make loans or advances to Holdings the Corporate Guarantor, the Borrower or any of Holdings' their respective Subsidiaries or (c) transfer any of its properties or assets to Holdings the Corporate Guarantor, the Borrower or any of Holdings' their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Corporate Guarantor, the Borrower or a Subsidiary any of the Borrowertheir respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (including a ship purchase agreement) entered into by the Corporate Guarantor, the Borrower or a Subsidiary any of the Borrower their respective Subsidiaries in the ordinary course of business, (v) customary provisions restricting any holder of a Lien on assets other than the Collateral may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessrestrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit Documents, the Shareholders' Agreements as in effect on the Effective Date and any Permitted Subordinated Note Document (so long as such encumbrances and restrictions therein are no less favorable to the Borrower than those contained in the Senior Subordinated Note Documents), (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessSection 9.01(vii).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise other- wise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (mSection 8.01(vii) and (vi) restrictions existing in any document or instrument evidencing Foreign Subsidiary Working Capital executed in connection with any Permitted Non-Recourse Indebtedness so long as such encumbrance or restriction restrictions only applies apply to the Foreign Specified Subsidiary incurring that has incurred such Permitted Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Restricted Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Restricted Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' its Restricted Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Credit Documents, Documents and the ABL Credit Agreement and the other definitive documentation entered into in connection therewith; (iii) any Refinancing Note Documents and Refinancing Term Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or a Subsidiary any of the Borrower, its Restricted Subsidiaries; (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower its Restricted Subsidiaries in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.; 105

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries its Subsidiaries, or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Company or a any Subsidiary of the Borrower Company in the ordinary course of business, (vvi) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(lSection 8.01(iii), (vii), (viii), (ix) and (mxviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) [reserved] and (x) in the case of clauses (b) and (vic) any document above, customary restrictions in joint venture agreements entered into by the Company or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessits Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the Senior Subordinated Note Documents, (iv) customary 80 75 provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (vvi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) thereto and (mvii) and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessClosing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings Borrower or any Subsidiary of HoldingsGuarantor, or pay any Indebtedness owed to Holdings Borrower or a Subsidiary of HoldingsGuarantor, (b) make loans or advances to Holdings Borrower or any of Holdings' Subsidiaries Subsidiary Guarantor or (c) transfer any of its properties or assets to Holdings Borrower or any of Holdings' SubsidiariesSubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Credit Loan Documents, ; (iii) the First Lien Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary or license or sublicense of the Borrower, a Subsidiary; (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, ; (vvi) customary provisions any holder of a Lien permitted by Section 6.02 restricting the transfer of assets the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to Liens the sale of any property permitted under Sections 8.03(lSection 6.06 pending the consummation of such sale; (viii) and restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; or (m) and (viix) any document encumbrances or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents; provided that such encumbrance amendments or restriction only applies refinancings are not materially more restrictive with respect to the Foreign Subsidiary incurring such Indebtednessencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessTrigger Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings The -------------------------------------------------- Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting non-assignment, subletting or assignment restriction on transfer or net worth provisions of any contract, license or lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or the property or assets of any licensing agreement entered into by Person, other than the Borrower Person or a Subsidiary of the Borrower in the ordinary course of businessproperties or assets acquired pursuant to any such Permitted Acquisition, (v) customary provisions restricting agreements existing on the transfer of assets subject Initial Borrowing Date to Liens permitted under Sections 8.03(l) the extent and (m) and in the manner such agreements are in effect on the Initial Borrowing Date, (vi) any document agreement for the sale or instrument evidencing Foreign disposition of capital stock or assets of any Subsidiary Working Capital Indebtedness so long of the Borrower, provided that such -------- encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such encumbrance sale or restriction only applies disposition is made in compliance with Section 9.02, and (vii) restrictions on the transfer of any asset subject to the Foreign Subsidiary incurring such Indebtednessa Lien permitted by Section 9.01(iii), (vi), (vii), (xv) or (xvi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the New Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (vvi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) thereto and (mvii) and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessClosing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) the Senior Subordinated Note Documents, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and 8.03(k), (m) and (vio), (vii) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness Indebt edness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessIndebtedness and (viii) the Accounts Receivable Facility Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement, management agreement or franchise agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens a Lien permitted under Sections 8.03(l) and (m) by this Agreement and (vi) restrictions set forth on Schedule XV and similar net worth restriction imposed on RFS Sub and any document or instrument evidencing Foreign other Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to of the Foreign type described in clause (v) of the definition of Subsidiary incurring such IndebtednessGuarantor.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(lSection 9.01(vii) and or (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessviii).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The REIT will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (mSection 8.01(vii) and (vi) restrictions existing in any document or instrument evidencing Foreign Subsidiary Working Capital executed in connection with any Permitted Non-Recourse Indebtedness so long as such encumbrance or restriction restrictions only applies apply to the Foreign Specified Subsidiary incurring that has incurred such Permitted Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The US Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the US Borrower or any Subsidiary of Holdingsthe US Borrower, or pay any Indebtedness owed to Holdings the US Borrower or a any Subsidiary of Holdingsthe US Borrower, (b) make loans or advances to Holdings the US Borrower or any Subsidiary of Holdings' Subsidiaries the US Borrower or (c) transfer any of its properties or assets to Holdings the US Borrower or any Subsidiary of Holdings' Subsidiariesthe US Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the US Borrower or a any Subsidiary of the US Borrower, (ivv) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the US Borrower or a any Subsidiary of the US Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) business and (vi) restrictions on the transfer of any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies asset subject to the Foreign Subsidiary incurring such Indebtednessa Lien permitted by Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Existing Senior Subordinated Note Documents, (iv) the Existing Senior Note Documents, (v) the New Senior Subordinated Notes, (vi) the Subordinated Exchange Debenture Indenture, (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (ivviii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (vix) customary provisions restricting the transfer of assets subject to Liens restrictions in any industrial revenue bond, purchase money financing, capital lease or any other agreement permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessby this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Parent or any Subsidiary of Holdingsthe Parent, or pay any Indebtedness owed to Holdings the Parent or a Subsidiary of Holdingsthe Parent, (b) make loans or advances to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ECA Credit Agreements to the extent applicable, or any refinancing thereof or amendments thereto, and the other ECA Credit Documents, (iv) the Refinancing Credit Agreement to the extent applicable, or any refinancing thereof or amendments thereto, and the other Refinancing Credit Documents, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Parent or a Subsidiary of the BorrowerParent, (ivvi) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Parent or a Subsidiary of the Borrower Parent in the ordinary course of business, (vvii) customary provisions restricting restrictions which are not more restrictive than those contained in this Agreement for any documents governing any Indebtedness incurred after the transfer Effective Date in accordance with the terms of assets subject to Liens permitted under Sections 8.03(l) this Agreement and (mviii) and the BlueMountain Indebtedness (vi) or any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Permitted BlueMountain Refinancing Indebtedness).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (vvi) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) thereto and (mvii) and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessRestatement Effective Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (by) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (cz) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.04, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a of any Subsidiary of the Borrower, and (ivvi) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on in the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to Holdings or any of Holdings' Subsidiaries subsidiaries, or (c) transfer any of its properties property or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l8.03(j) and (m) and l), (vi) customary provisions restricting assignment of any document Management Contract or instrument evidencing Foreign Franchise Agreement (as defined in the Security Agreement), (vii) restrictions governing any of the Non-Recourse Debt of an NRD Borrower or any lease of an NRL Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies and (viii) restrictions governing New Partnership and/or New Lessee contained in their organizational documents (to the Foreign Subsidiary incurring such Indebtednessextent reviewed by the Administrative Agent and in effect on the Restatement Effective Date or as thereafter amended with the consent of the Administrative Agent).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a any Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit Documents and the Osbo▇▇ ▇▇▇uisition Documents, (iii) the Existing Senior Subordinated Note Documents, (iv) the Holdings Senior Note Documents, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (ivvi) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (vvii) customary provisions restricting the transfer of assets subject to Liens restrictions in any industrial revenue bond, purchase money financing, capital lease or any other agreement permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessby this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and The U.S. Borrower will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the U.S. Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the U.S. Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the U.S. Borrower or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings the U.S. Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the New Senior Subordinated Notes and the other New Senior Subordinated Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the U.S. Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) restrictions on the transfer of any document asset subject to a Lien permitted by Sections 9.01(iii), (vii), (viii), (xiv) or instrument evidencing Foreign (xvi), and (vii) any restriction with respect to a Subsidiary Working Capital Indebtedness of the U.S. Borrower imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as the respective sale or disposition is permitted pursuant to Section 9.02, pending the close of such encumbrance sale or restriction only applies to the Foreign Subsidiary incurring such Indebtednessdisposition.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Company or any Subsidiary of Holdingsthe Company, or pay any Indebtedness owed to Holdings the Company or a Subsidiary of Holdingsthe Company, or (b) make loans or advances to Holdings the Company or any Subsidiaries of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Company, except for such encumbrances Liens or restrictions existing under or by reason of (i) applicable lawLaw, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Company or a Subsidiary of the BorrowerCompany, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Company or a Subsidiary of the Borrower Company in the ordinary course of business, ; (v) customary provisions restricting distributions or transactions with affiliates pursuant to any Permitted Receivables Transaction or other Debt permitted by Section 6.13 (provided, that any such restrictions contained therein (A) relate only to the assets acquired in connection therewith or (B) are not materially more restrictive on the Company and its Subsidiaries than those set forth in this Agreement); (vi) customary restrictions with respect to a Subsidiary imposed pursuant to a transaction permitted by Section 6.10 or restrictions on the transfer of assets subject to Liens permitted under Sections 8.03(lby Section 6.12 (provided, that any such restriction contained therein relates only to the assets subject to such Lien) and (mvii) and (vi) customary restrictions set forth in the constituent documents of any document Subsidiary formed as a joint venture or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessother collective investment vehicle with any other Person.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents and the Senior Note Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessEffective Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit Guarantor or any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends Dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by Holdings the Borrower, Guarantor or any Subsidiary of Holdingstheir Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower, Guarantor or a Subsidiary any of Holdingstheir respective Subsidiaries, (by) make loans or advances to Holdings the Borrower, Guarantor or any of Holdings' their respective Subsidiaries or (cz) transfer any of its properties or assets to Holdings the Borrower, Guarantor or any of Holdings' their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Borrower, Guarantor or a Subsidiary any of the Borrowertheir respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower Borrower, Guarantor or a Subsidiary any of the Borrower their respective Subsidiaries in the ordinary course of business, business and (v) customary provisions restricting restrictions on the transfer of any assets subject to Liens or restrictions on the making of distributions imposed in connection with a Lien permitted under by Sections 8.03(l7.2.3(b), (c) and or (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessd).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) Holdings Senior Note Documents, the Borrower Senior Note Documents and (m) agreements evidencing Existing Indebtedness and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- No Credit Agreement Party will, nor will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (by) make loans or advances to Holdings or any Subsidiary of Holdings' Subsidiaries Holdings or (cz) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary of the U.S. Borrower, (iv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the U.S. Borrower or a any Subsidiary of the U.S. Borrower in the ordinary course of business, (v) customary provisions restricting any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (vii) any restriction or encumbrance with respect to assets subject to Liens permitted under by Sections 8.03(l9.03(iv), (x), (xi), (xii) and (mxvi); (viii) and the Existing 2011 Senior Notes Documents; (viix) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.Existing 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes Documents; (xi) the Existing 2013 Senior Notes

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and The Credit Parties will not permit any of its Adience's Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings Adience or any Subsidiary of HoldingsAdience, or pay any Indebtedness owed to Holdings Adience or a any Subsidiary of HoldingsAdience, (b) make loans or advances to Holdings Adience or any Subsidiary of Holdings' Subsidiaries Adience or (c) transfer any of its properties or assets to Holdings Adience or any Subsidiary of Holdings' SubsidiariesAdience, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Adience or a any Subsidiary of the BorrowerAdience, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Adience or a any Subsidiary of the Borrower Adience in the ordinary course of business, (v) customary provisions restricting the Floating Rate Loan Documents (so long as the restrictions contained therein are not more restrictive than those contained in such documents as in effect as the Initial Borrowing Date), (vi) restrictions on the transfer of assets any asset subject to Liens a Lien permitted under by Sections 8.03(l9.01(iii), (vii) and (m) viii), and (vivii) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to restrictions existing on the Foreign Subsidiary incurring such Indebtedness.Initial Borrowing Date and specifically described in Schedule X.

Limitation on Certain Restrictions on Subsidiaries. Each of Holdings -------------------------------------------------- and the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Mezzanine Transaction Documents, the Senior Credit DocumentsAgreement or the TCP Documentation, (iii) customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions Permitted Liens restricting the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto, and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessClosing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or the Company any Subsidiary of Holdings, the Company or pay any Indebtedness owed to Holdings the Company or a Subsidiary of Holdingsthe Company, (b) make loans or advances to Holdings the Company or any of Holdings' the Company's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Company or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw , (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Company or a Subsidiary of the BorrowerCompany, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Company or a Subsidiary of the Borrower Company in the ordinary course of business, (v) the Senior Subordinated Note Documents, (vi) the Existing Indebtedness Agreements, (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l8.03(k) and (m) and (viviii) restrictions and conditions imposed by any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessPermitted Receivables Transaction.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any Subsidiary of Holdings' Subsidiaries the Borrower or (c) transfer any of its properties or assets to Holdings the Borrower or any Subsidiary of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borroweran Operating Company, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower an Operating Company in the ordinary course of business, (v) customary provisions in agreements governing third-party Indebtedness permitted under Section 8.04(i), and (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l8.03(k) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries the Borrower's Subsidiaries, or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawApplicable Laws, (ii) this Agreement and the other Credit Loan Documents, (iii) the Senior Loan Agreement and any Permitted Refinancing Indebtedness; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, and (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions distribu- tions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a any Subsidiary of Holdings, (b) make loans or advances to Holdings or any Subsidiary of Holdings' Subsidiaries Holdings or (c) transfer any of its properties or assets to Holdings or any Subsidiary of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the SL Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (ivv) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) business and (vi) restrictions on the transfer of any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies asset subject to the Foreign Subsidiary incurring such Indebtednessa Lien permitted by Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of any such Subsidiary to (ai) pay dividends Dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by Holdings or any Subsidiary of HoldingsCompany, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdingsany Company, (bii) make loans or advances to Holdings or any of Holdings' Subsidiaries Company or (ciii) transfer any of its properties or assets to Holdings or any of Holdings' SubsidiariesCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) (x) this Agreement and the other Credit Loan Documents and (y) the Senior Note Documents, ; (iiic) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Subsidiary; (ivd) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, ; (ve) customary provisions restricting restrictions and conditions contained in any agreement relating to the transfer sale of assets subject any property pending the consummation of such sale; provided that (i) such restrictions and conditions apply only to Liens permitted under Sections 8.03(l) the property to be sold, and (mii) and such sale is permitted hereunder; (vif) any document or instrument evidencing Foreign agreement in effect at the time such Subsidiary Working Capital Indebtedness becomes a Subsidiary of Borrower, so long as such encumbrance agreement was not entered into in connection with or restriction only applies in contemplation of such person becoming a Subsidiary of Borrower; or (g) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to the Foreign Subsidiary incurring in clause (f) above; provided that such Indebtednessamendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of HoldingsSubsidiary, or pay any Financial Indebtedness owed to Holdings the Borrower or a Subsidiary of HoldingsSubsidiary, (b) make loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries Subsidiary or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement (including a ship purchase agreement) entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any holder of a Lien on assets other than the Collateral may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) and thereto, (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies restrictions which are not more restrictive than those contained in this Agreement and (vii) with respect to the Foreign Subsidiaries of the Borrower that are not Subsidiary incurring Guarantors only, restrictions under agreements relating to Financial Indebtedness permitted to be incurred by such IndebtednessPersons.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any document or instrument evidencing Foreign Subsidiary Working Capital documents governing any Indebtedness so long as such encumbrance or restriction only applies to incurred after the Foreign Subsidiary incurring such IndebtednessEffective Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- Neither of the Borrowers or Trizec will, nor will not, and will not either of the Borrowers or Trizec permit Holding’s Parent or any of its Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of Holding’s Parent or any such Subsidiary Credit Party (other than, in the case of a restriction only, Trizec or Holding’s Parent) to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings Trizec or any Subsidiary of HoldingsTrizec, or pay any Indebtedness owed to Holdings Trizec or a Subsidiary of HoldingsTrizec, (b) make loans or advances to Holdings Trizec, or any Subsidiary of Holdings' Subsidiaries Trizec or (c) transfer any of its properties or assets to Holdings Trizec or any Subsidiary of Holdings' SubsidiariesTrizec, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement the Existing Credit Documents and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Trizec or a Subsidiary of the Borrowerits Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement contract entered into by the Borrower Trizec or a its Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) thereto and (vi) any document the documents evidencing and/or securing Permitted Mortgage Indebtedness or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Additional Property Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- No Credit Agreement Party will, nor will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary of Holdings, (by) make loans or advances to Holdings or any Subsidiary of Holdings' Subsidiaries Holdings or (cz) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary of the U.S. Borrower, (iv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the U.S. Borrower or a any Subsidiary of the U.S. Borrower in the ordinary course of business, (v) customary provisions restricting any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (vii) any restriction or encumbrance with respect to assets subject to Liens permitted under by Sections 8.03(l9.03(iv), (x), (xi), (xii) and (mxvi); (viii) the New Senior Notes Documents; (ix) the Existing 2009 Senior Notes Documents and (vix) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessExisting 2013 Senior Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the Borrower Senior Note Documents and agreements evidencing Existing Indebtedness, (vi) Foreign Subsidiary Indebtedness, (vii) the Synthetic Lease Financing Documents, and (viii) restrictions on the transfer of assets any asset subject to Liens a Lien permitted under by Sections 8.03(l9.01(vii), (x), (xiv) and (mxv) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction restrictions only applies apply to the Foreign Subsidiary incurring assets subject to such IndebtednessLiens.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrowers will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, except as set forth on Schedule VIII, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings any Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings any Borrower or a Subsidiary any of Holdingsits Subsidiaries, (by) make loans or advances to Holdings any Borrower or any of Holdings' its Subsidiaries or (cz) transfer any of its properties or assets to Holdings any Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.03, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Borrowers or a of any Subsidiary of the BorrowerBorrowers, and (ivvi) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Borrowers or a Subsidiary any of the Borrower their Subsidiaries in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (by) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (cz) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other (1) Borrower to provide DB with a list of additional Material Subsidiaries. Indebtedness permitted pursuant to Section 9.04, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a of any Subsidiary of the Borrower, and (ivvi) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit Holdings, the Co-Borrower if formed or any of its Subsidiaries the Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of any such Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrowersuch Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement contract entered into by the Borrower or a such Subsidiary of the Borrower in the ordinary course of business, and (v) customary provisions restricting any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of the asset or assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessthereto.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or wagering systems equipment contract or similar contract entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, business and (v) customary provisions restricting restrictions prohibiting the transfer of assets any asset subject to Liens a Lien permitted under Sections 8.03(lSection 9.01(iii), (vii), (viii), (xv) and or (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtednessxvi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Parent or any Subsidiary of Holdingsthe Parent, or pay any Indebtedness owed to Holdings the Parent or a Subsidiary of Holdingsthe Parent, (b) make loans or advances to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ECA Credit Agreements to the extent applicable, or any refinancing thereof or amendments thereto, and the other ECA Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Parent or a Subsidiary of the BorrowerParent, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Parent or a Subsidiary of the Borrower Parent in the ordinary course of business, (vvi) customary provisions restricting restrictions which are not more restrictive than those contained in this Agreement for any documents governing any Indebtedness incurred after the transfer Closing Date in accordance with the terms of assets subject to Liens permitted under Sections 8.03(l) this Agreement and (mvii) and the BlueMountain Indebtedness (vi) or any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Permitted BlueMountain Refinancing Indebtedness).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- and the Borrower will not, and will not permit any of its their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries its Subsidiaries, or (c) transfer any of its properties or assets to Holdings the Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(lSection 8.01(iii), (vii), (viii) and (m) and ix), (vi) any document restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (vii) any restrictions or instrument evidencing Foreign Subsidiary Working Capital conditions imposed by any agreement relating to secured Indebtedness so long as permitted by this Agreement if such encumbrance restrictions or restriction conditions apply only applies to the Foreign Subsidiary incurring property or assets securing such IndebtednessIndebtedness and (viii) any restrictions, after the issuance thereof, in the Subordinated Note Documents or the Permitted Seller Notes.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (bii) make loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries its Subsidiaries, or (ciii) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (iv) applicable law, (iiw) this Agreement and Agreement, the other Credit Documents and the Senior Subordinated Loan Documents, (iiix) customary provisions restricting subletting or assignment assignments of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivy) the asset transfer or encumbrance restrictions imposed by purchase money or capitalized lease financing permitted pursuant to Section 9.04 hereof, or (z) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsthe Borrower, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary of Holdingsthe Borrower, (b) make loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries the Borrower's Subsidiaries, or (c) transfer any of its properties or assets to Holdings or any of Holdings' Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawApplicable Laws, (ii) this Agreement and the other Credit Loan Documents, (iii) the Second Lienholder Loan Agreement, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, and (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Domestic Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends make Dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Holdings the Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings the Borrower or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings the Borrower or any of Holdings' its Subsidiaries or (c) transfer create, incur, assume or suffer to exist any Lien on properties or assets of the Borrower or any of its properties or assets to Holdings or any of Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit DocumentsDocuments or the Asset Purchase Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, and (v) customary provisions restricting restrictions in existence as of the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such IndebtednessEffective Date.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Holdings or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings or a Subsidiary any of Holdingsits Subsidiaries, (b) make loans or advances to Holdings or any of Holdings' its Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) customary provisions restricting restrictions on the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any document asset subject to a Lien permitted by Section 11.01(iii), (vi), (vii), (xv) or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness(xvi).

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Parent and Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings the Parent or any Subsidiary of Holdingsthe Parent, or pay any Indebtedness owed to Holdings the Parent or a Subsidiary of Holdingsthe Parent, (b) make loans or advances to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Holdings the Parent or any of Holdings' the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the 2008 Credit Agreement and the 2010 Credit Agreement as in effect on the Closing Date, (iv) customary provisions restricting subletting or assignment of any lease lease governing a leasehold interest of the Borrower Parent or a Subsidiary of the BorrowerParent, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Parent or a Subsidiary of the Borrower Parent in the ordinary course of business, (vvi) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Sections 8.03(lthereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement and (mviii) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- Except as set forth on Schedule VIII, the Borrowers will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings any Borrower or any Subsidiary of Holdingsits Subsidiaries, or pay any Indebtedness owed to Holdings any Borrower or a Subsidiary any of Holdingsits Subsidiaries, (by) make loans or advances to Holdings any Borrower or any of Holdings' its Subsidiaries or (cz) transfer any of its properties or assets to Holdings any Borrower or any of Holdings' its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other Indebtedness permitted pursuant to Section 10.03, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Borrowers or a of any Subsidiary of the BorrowerBorrowers, and (ivvi) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Borrowers or a Subsidiary any of the Borrower their Subsidiaries in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) on the ability of any such Subsidiary of the Borrower to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, Capital Stock or pay any Indebtedness or other obligation owed to Holdings the Borrower or a Subsidiary any of Holdingsits other Subsidiaries, (bii) make any loans or advances to Holdings the Borrower or any of Holdings' Subsidiaries its other Subsidiaries, or (ciii) transfer any of its properties property or assets to Holdings the Borrower or any of Holdings' its other Subsidiaries, except for such encumbrances except: (a) any encumbrance or restrictions existing under restriction pursuant to an agreement in effect at or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by on the Borrower Effective Date and reflected on SCHEDULE 8.5(a) hereto or a Subsidiary any extension, replacement or refinancing thereof not prohibited herein; (b) any such encumbrance or restriction consisting of the Borrower customary non-assignment provisions in leases or licenses restricting leasehold interests or licenses, as applicable, entered into in the ordinary course of business; (c) in the case of clause (iii) above, (v) customary provisions restricting Permitted Liens or other restrictions contained in security agreements securing Indebtedness permitted hereby to the extent such restrictions restrict the transfer of assets the property subject to Liens permitted under Sections 8.03(l) and such security agreements; and (m) and (vid) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as restrictions on transfer of an asset pursuant to an agreement to sell such encumbrance or restriction only applies asset to the Foreign Subsidiary incurring extent such Indebtednesssale would be permitted hereby.