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

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the 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 Borrower or any Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii).

Limitation on Certain Restrictions on Subsidiaries. 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 Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(c), (vif), (g), (n), (r) or and (s), (vii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (viii) any agreement in effect at the time a Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (ix) in any agreement relating Indebtedness secured by a Lien permitted by Section 9.01(t).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 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 Equity Interest or participation in its profits profits, in each case owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries that are Qualified Credit Parties or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits Subsidiaries that are Qualified Credit Parties, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Closing Date and described on Schedule 9.08, (ii) applicable law, (iiiii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents), (iv) the ABL Credit Agreement and the other ABL Loan Documents, (iii) the Senior Subordinated Note Documents, (ivv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (vvi) customary provisions restricting assignment sublicensing or subletting of any licensing or leasing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vivii) restrictions on the transfer of any asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such asset or Subsidiary, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Sections 9.01(c), (e), (f), (m), (n), (r), (s), (t), (v) or (x); (ix) any agreement or instrument governing Indebtedness described in Section 9.04(ix)effect at the time any entity becomes a Subsidiary of the Borrower or any assets are acquired by a Credit Party, which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired pursuant to any such Permitted Acquisition, and so long as the respective encumbrances or restrictions were not created (viior made more restrictive) agreements existing on in connection with or in anticipation of the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition acquisition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and assets by a Credit Party; (x) restrictions applicable to any such sale or disposition joint venture that is made in compliance with Section 9.02, and a Subsidiary; (ixxi) customary restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v)joint venture interests, (vixii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 9.04, (xiii) customary net worth provisions contained in real property leases entered into by the Borrower and the Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and Subsidiaries to meet their ongoing obligations, (xiv) any restrictions regarding licenses or sublicenses by the Borrower and the Subsidiaries of intellectual property rights in the ordinary course of business (viiin which case such restrictions shall relate only to such intellectual property rights); and (xv) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xiv); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Subsidiaries. (a) The Borrower 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 of the Parent to (ax) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of the BorrowerParent, or pay any Indebtedness owed to the Borrower Parent or any a Subsidiary of the BorrowerParent, (by) make loans or advances to the Borrower Parent or any Subsidiary of the Borrower Parent's Subsidiaries or (cz) transfer any of its properties or assets to the Borrower Parent or any Subsidiary of the Borrowerits 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 Credit Documents, (iv) customary provisions restricting subletting or assignment assignments of any lease governing a leasehold interest of the Borrower or any a Subsidiary of the Borrower, (v) customary provisions restricting assignment 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 9.05; provided that the restrictions applicable to the respective such 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 (vi) on and after the execution and delivery thereof, the documentation governing the Permitted Subordinated Refinancing Indebtedness and the Mezzanine Subordinated Note Documents. (b) 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 licensing agreement (Non-Subsidiary Joint Venture to pay Dividends or make any other distributions on its capital stock or any other interest or participation in which the Borrower or such Subsidiary is the licensee) or other contract entered into its profits owned by the Borrower Parent or any Subsidiary of the Borrower Parent, or pay any Indebtedness owed to the Parent or a Subsidiary of the Parent, 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 Credit Documents, (iv) customary provisions restricting subletting or assignments of any lease governing a leasehold interest of a Non-Subsidiary Joint Venture, (v) restrictions applicable to any Non-Subsidiary Joint Venture existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 8.06(ix); provided that the restrictions applicable to the respective such Non-Subsidiary Joint Venture are not made worse, or more burdensome, from the perspective of the Parent and its Subsidiaries, than those as in effect immediately before giving effect to the ordinary course consummation of business, the respective Investment or (vi) any instrument on and after the execution and delivery thereof, the documentation governing the Permitted Subordinated Refinancing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or and the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)Mezzanine Subordinated Note Documents.

Limitation on Certain Restrictions on Subsidiaries. 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 Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(ii), (viiv), (v), (xi) or (xii), (vii)) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (viii) any agreement in effect on the Effective Date, including agreements governing existing Indebtedness, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in those agreements on the Effective Date and (ix) restrictions contained in any documents documenting Indebtedness of any Foreign Subsidiary permitted hereunder.

Limitation on Certain Restrictions on Subsidiaries. The U.S. 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 Equity Interest or participation in its profits owned by the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the U.S. Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the U.S. Borrower or any Subsidiary of the Borrowerits 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 Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the U.S. Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v8.1(iii), (vi), (vii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) or (viixviii); or (viii) with respect to any Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to pay dividends or make any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and Aleris will not permit any of its Subsidiaries that is not a 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 to (a) pay dividends or make any other distributions on its capital stock Equity Interests owned by Aleris or any other interest or participation in of its profits owned by the Borrower or any Subsidiary of the BorrowerSubsidiaries, or pay any Indebtedness owed to the Borrower Aleris or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Aleris or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Aleris or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw or any applicable regulation, rule, order, approval, license or other restrictions issued by any Governmental Authority, (ii) this Agreement and the other Credit Documents, in accordance with the terms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Closing Date), (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Aleris or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Aleris or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Aleris or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01 (iii), (vi) or ), (vii)., (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions in the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into in the ordinary course of business with respect to cash or other deposits or minimum net worth or similar requirements, (viii) restrictions on conditions imposed by any agreement relating to secured Indebtedness permitted to be incurred hereunder if such restrictions apply only to the property or assets securing such Indebtedness,

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and Aleris will not permit any of its Subsidiaries that is not a 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 to (a) pay dividends or make any other distributions on its capital stock Equity Interests owned by Aleris or any other interest or participation in of its profits owned by the Borrower or any Subsidiary of the BorrowerSubsidiaries, or pay any Indebtedness owed to the Borrower Aleris or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Aleris or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Aleris or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw or any applicable regulation, rule, order, approval, license or other restrictions issued by any Governmental Authority, (ii) this Agreement and the other Credit Documents, in accordance with the terms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Closing Date), (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Aleris or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Aleris or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Aleris or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01 (iii), (vi) or ), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions in the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into in the ordinary course of business with respect to cash or other deposits or minimum net worth or similar requirements, (viii) restrictions on conditions imposed by any agreement relating to secured Indebtedness permitted to be incurred hereunder if such restrictions apply only to the property or assets securing such Indebtedness, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder, (x) any agreement or other instrument of a Person acquired in a Permitted Acquisition or other Investment or acquisition permitted hereunder in existence at the time of such Permitted Acquisition or other Investment or acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired, (xi) customary restrictions in any Indebtedness incurred pursuant to Section 10.04(xii), (xiv), (xxiv), (xxvii) and (xxx), and (xii) provisions contained in agreements related to or instruments evidencing Indebtedness incurred pursuant to Section 10.04(ii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or any a Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower Company's Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits 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 Company or any a Subsidiary of the BorrowerCompany, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Company or any a Subsidiary of the Borrower Company in the ordinary course of business, (vi) any instrument governing Indebtedness described in customary provisions restricting the transfer of assets pursuant to Liens permitted under Section 9.04(ix8.03(j), which restriction is not applicable (k), (l), (m) or (n) and (vii) restrictions or encumbrances pursuant to any Person, or the property or assets Indebtedness of any Person, other than the Person or the properties or assets a Subsidiary acquired pursuant to any a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or on an asset securing such Indebtedness, provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Dateprovided, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiaryfurther, provided that such restrictions or encumbrances and restrictions are only applicable apply solely to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)so acquired.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make or repay loans or advances to the Borrower Company or any Subsidiary of the Borrower or its Subsidiaries, (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of its Subsidiaries or (d) grant Liens on its assets (including Equity Interests) to the BorrowerCollateral Agent, 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 Secured Notes Documents, (iv) the Existing Senior Subordinated Notes Documents or any Additional Senior Subordinated Note Documents, (ivv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vivii) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Dateasset, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(vSections 10.01(c), (vif), (g), (n) and (x), (ix) restrictions in any agreement or instrument governing the terms of Indebtedness permitted under Section 10.04(g), but only to the extent such restrictions are imposed only on the Person who becomes a Subsidiary concurrently with the incurrence of such Indebtedness, (viix) restrictions in any instrument or agreement governing any Indebtedness incurred by a Subsidiary that is not a Credit Party pursuant to Sections 10.04(o) and (q), but only to the extent such restrictions or conditions are imposed only on such Subsidiary and its Subsidiaries, (xi) restrictions existing on the date hereof identified on Schedule 10.09 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction), (xii) customary restrictions and conditions contained in agreements and other documents (including organizational documents) governing any Permitted Joint Venture and Non-Wholly Owned Subsidiaries and (xiii) clause (d) of the foregoing shall not apply to (1) Permitted Joint Ventures or Non-Wholly Owned Subsidiaries (or the Credit Parties’ Equity Interests therein), (2) customary restrictions and conditions imposed by any agreement governing purchase money Indebtedness, Capitalized Lease Obligations or Indebtedness of a Foreign Subsidiary (other than a Canadian Credit Party) permitted by this Agreement, provided that, in the case of purchase money Indebtedness and Capitalized Lease Obligations, such restrictions or conditions apply only to the property or assets securing such Indebtedness and (3) customary provisions in leases restricting the assignment thereof.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will Company shall not, and will shall not permit any of its Subsidiaries to, 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 of: (a) any Subsidiary to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its capital stock or any other interest or participation in its profits Capital Stock owned by the Borrower or any Subsidiary of the Borrowerby, or pay any Indebtedness or other obligation owed to to, the Borrower Company or any other Subsidiary of the Borrower, Company, (b) any Subsidiary to make any loans or advances to the Borrower Company or any other Subsidiary of the Borrower or Company, (c) any Subsidiary to transfer any of its properties or assets Property to the Borrower Company or any other Subsidiary of the BorrowerCompany, except or (d) the Company or any Guarantor to create, incur, assume or suffer to exist any Lien upon any of its Properties or revenues, whether now owned or hereafter acquired, for the benefit of the Holders under the Notes Documents. The foregoing limitations will not apply: (i) with respect to clauses (a), (b), (c) and (d) above, to restrictions: (A) in effect on the date of this Indenture (including, without limitation, restrictions pursuant to the Notes, this Indenture, and the Existing Indenture); (B) relating to Indebtedness or Property of any Subsidiary existing at the time it became a Subsidiary of the Company if such encumbrances restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company; (C) relating to Indebtedness permitted pursuant to clause (iii), (iv), (xvii) or (xviii) of the definition of Permitted Indebtedness, provided that such incurrence will not materially impair the Company’s and any Guarantor’s ability to make payments under the Notes and the Note Guarantees when due (as determined in good faith by senior management or the Board of Directors of the Company); (D) that result from the Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i)(A), (B) or (C) above, or in clause (ii)(A) or (B) below, provided such restrictions existing are not less favorable to the holders of Notes than those under the agreement evidencing the Indebtedness so Refinanced (as determined in good faith by senior management or the Board of Directors of the Company); (E) pursuant to any agreement in connection with the sale or disposition of Capital Stock or assets of a Subsidiary that imposes such encumbrance or restriction pending the closing of such sale or disposition; (F) on cash or other deposits or by reason of net worth requirements imposed by customers, suppliers or license counterparties under contracts entered into in the ordinary course of business; or (iG) imposed by applicable law, rule, regulation, order, approval, license, permit or similar restriction; and (ii) this Agreement with respect to clauses (c) and (d) above only, to restrictions: (A) relating to Indebtedness that is permitted to be incurred pursuant to Section 4.12 that limit the other Credit Documentsright of the debtor to dispose of the Property securing such Indebtedness; (B) encumbering Property at the time such Property was acquired by the Company or any of its Subsidiaries, so long as such restrictions relate solely to the Property so acquired and were not created in connection with or in anticipation of such acquisition; (iiiC) the Senior Subordinated Note Documents, (iv) resulting from customary provisions restricting subletting or assignment of any lease governing a leasehold interest leases, sublicensing or assignment of licenses, or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; (D) relating to Permitted Liens that limit the disposition of the Borrower Property subject to such Lien; (E) resulting from customary non-assignment provisions in leases or any Subsidiary licenses governing leasehold or license interests to the extent such provisions restrict the transfer of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower lease or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, license or the property leased or licensed thereunder; or (F) on disposition or distribution of assets of any Personor property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisitionsimilar agreements, (vii) agreements existing on the Initial Borrowing Date which limitation is applicable only to the extent and in assets that are the manner subject of such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 of the Borrower to (ai) pay dividends make Dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, Credit Party or pay any Indebtedness owed to the Borrower or any Subsidiary of the BorrowerCredit Party, (bii) make loans or advances to the Borrower or any Subsidiary of the Borrower Credit Party or (ciii) transfer any of its properties or assets to the Borrower or any Subsidiary of the BorrowerCredit Party, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) this Agreement and the other Credit Documents, ; (iiic) the Senior Subordinated Note Documents, Other Loan Agreements; (ivd) Indebtedness of Subsidiaries of Holdings (other than the Credit Parties); (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, its Subsidiaries; (vf) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, ; (vig) any instrument governing Indebtedness described customary restrictions and conditions contained in Section 9.04(ix), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for relating to the sale or other disposition of capital stock any property pending the consummation of such sale; provided, that (i) such restrictions and conditions apply only to the property to be sold, and (ii) such sale or assets other disposition is permitted hereunder; (h) any encumbrances, restrictions or conditions imposed by any amendments that are otherwise permitted by the Credit Documents of any Subsidiarythe contracts, provided instruments or obligations referred to in clause (d) above; provided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such amendment; or (i) any agreement in effect at the time a person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or assets, as applicable, in contemplation of such person becoming a Subsidiary of the Borrower and such restriction does not apply to any Credit Party other than such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)Subsidiary.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the Borrowerits 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) on and after the Senior Subordinated Note execution and delivery thereof, the Permitted Unsecured Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower Holdings or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(iii), (vi), (vii), (xiii), (xiv) or (vii)xv) and (viii) restrictions or encumbrances with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or all or substantially all of the assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement and the other Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 Equity Interest owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits 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 Permitted Convertible Notes Indentures and the other Permitted Convertible Notes Documents, (iv) the Permitted Additional Indebtedness Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vivii) restrictions on the transfer of any asset pending the close of the sale of such asset, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(c), (e), (f), (g), (j), (l), (m), (n), (r), (t), (u), (v), (w), (x), (y), (bb), (dd), (ee), (ff) or (gg), (ix) any agreement or instrument governing Indebtedness described (A) permitted pursuant to Section 10.04(b) (other than Intercompany Debt), provided that, any restrictions contained in any agreement governing any renewal, extension, replacement or refinancing of any Existing Indebtedness are not more restrictive in any material respect than the restrictions contained in the Existing Indebtedness to be renewed, extended, replaced or refinanced (as reasonably determined by the Company in good faith), (B) incurred pursuant to Section 9.04(ix10.04(d), 10.04(p), 10.04(r), 10.04(s), 10.04 (x) or 10.04(z); provided that any such restriction contained therein relates only to the assets financed thereby (or, in the case of Section 10.04(r), 10.04 (x) or 10.04(z), securing such Indebtedness), (C) incurred pursuant to Section 10.04(o), which restriction is only applicable to the transfers of assets (other than cash) or to the transfer of all or substantially all assets (or other similar fundamental change covenant) of the Person that has incurred the subject Indebtedness or (D) incurred or otherwise permitted pursuant to Section 10.04(g), which encumbrance or restriction, in the case of this clause (D), is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such Permitted the respective Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive (as reasonably determined by the Company in good faith)) in connection with or in anticipation of the respective Acquisition, (viix) agreements existing on restrictions applicable to any joint venture that is a Non-Wholly-Owned Subsidiary of the Initial Borrowing Date Company as a result of an Investment not prohibited by this Agreement; provided that the restrictions applicable to such joint venture are not made more burdensome (as reasonably determined by the Company in good faith), from the perspective of the Company and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment (but solely to the extent and in the manner such agreements any are in effect on the Initial Borrowing Dateat such time), (viiixi) any agreement for encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the sale ordinary course of business, (xii) customary net worth or disposition of capital stock or assets of similar financial maintenance provisions contained in real property leases entered into by any Subsidiary, provided that such encumbrances and restrictions are only applicable to such (xiii) arrangements with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02similar benefits, and (ixxiv) restrictions on contained in the transfer operative documents of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)Tesla Lease Finance Subsidiary that are customary restrictions for a non-wholly owned subsidiary.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries, or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 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 any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Company or any Subsidiary of the Borrower Company in the ordinary course of business, (vi) any instrument governing Indebtedness described in customary provisions restricting the transfer of assets subject to Liens permitted under Section 9.04(ix8.01(iii), which restriction is not applicable to any Person(vii), or the property or assets of any Person(viii), other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition(ix) and (xviii), (vii) agreements existing on any restrictions contained in contracts for the Initial Borrowing Date sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to the extent and in the manner be sold pursuant to such agreements are in effect on the Initial Borrowing Datecontract, (viii) any restrictions or conditions imposed by any agreement for relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the sale or disposition of capital stock property or assets of any Subsidiarysecuring such Indebtedness, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) the Senior Notes and the Senior Notes Indenture[reserved] and (x) in the case of clauses (b) and (c) above, customary restrictions on in joint venture agreements entered into by the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) Company or (vii)its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 Equity Interest or participation in its profits owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits 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 Permitted Convertible Notes Indenture and the other Permitted Convertible Notes Documents, (iv) the Permitted Additional Indebtedness Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vivii) restrictions on the transfer of any asset pending the close of the sale of such asset, (viii) restrictions on the transfer of any asset subject to a Lien permitted by ▇▇▇▇▇▇▇ ▇▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (v), (ix) any agreement or instrument governing Indebtedness described (A) permitted pursuant to Section 10.04(b) (other than Intercompany Debt), provided that, any restrictions contained in any agreement governing any renewal, extension, replacement or refinancing of any Existing Indebtedness are not more restrictive in any material respect than the restrictions contained in the Existing Indebtedness to be renewed, extended, replaced or refinanced, (B) incurred pursuant to Section 9.04(ix10.04(d), provided that any such restriction contained therein relates only to the assets financed thereby, (C) incurred pursuant to Section 10.04(o), which restriction is only applicable to the transfers of assets (other than cash) of the Person that has incurred the subject Indebtedness or (D) incurred pursuant to Section 10.04(g), which encumbrance or restriction, in the case of this clause (D), is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such 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, (viiix) agreements existing on restrictions applicable to any joint venture that is a Non-Wholly-Owned Subsidiary of the Initial Borrowing Date Company as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with Section 9.13; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Company and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition (but solely to the extent and in the manner such agreements any are in effect on the Initial Borrowing Dateat such time), (viiix) any agreement with Export Development Canada entered into by the Company or any of its Subsidiaries in connection with Export Development Canada’s provision of credit support for letters of credit issued for the sale account of the Company or disposition any of capital stock or assets its Subsidiaries; provided, that the terms of such agreements shall be on terms consistent with, and, in any Subsidiaryevent, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assetsshall be no more restrictive than, as applicable, and any such sale or disposition is made those in compliance with Section 9.02, existence on the -132- Effective Date and (ixxi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the transfer ordinary course of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)business.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent and the Company will not, and will not permit any of its the Company’s 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 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 profits, in each case owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries that are Borrowers or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries that are Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Effective Date and described on Schedule 10.08, (ii) applicable law, (iiiii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents), (iv) the Term Loan Agreement and the other Term Loan Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in the Term Loan Agreement and the other Term Loan Documents), (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (vvi) [reserved], (vii) customary provisions restricting assignment assignment, sublicensing or subletting of any licensing or leasing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Parent, the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viviii) restrictions on the transfer of any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, asset or Subsidiary or the property or assets conduct of any Person, other than business related thereto pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale of such asset or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(vSections 10.01(c), (vie), (f), (m), (n), (r), (s), (t), (v) or (viix); (x) any agreement or instrument in effect at the time any entity becomes a Subsidiary of the Company or any assets are acquired by a Credit Party, 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 and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (xi) restrictions applicable to any joint venture that is a Subsidiary, (xii) customary restrictions on the transfer of joint venture interests, (xiii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, (xiv) customary net worth provisions contained in real property leases entered into by the Company and the Subsidiaries in the ordinary course of business, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and Subsidiaries to meet their ongoing obligations, (xv) any restrictions regarding licenses or sublicenses by the Company and the Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xvi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xv); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit DocumentsDocuments and the Pre-Petition Credit Agreement, (iii) the Vendor Financing Agreement, the 11-1/4% Senior Subordinated Discount Note Documents and the 15% Senior Discount Note Documents, each as in effect on the Closing Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessbusiness and, (vi) customary restrictions on dispositions of Real Property of the Borrower contained in reciprocal easement agreements entered into by the Borrower or 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and Subsidiary in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition ordinary course of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)business.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 of the Borrower 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 the Borrower or any Subsidiary of the BorrowerLoan Party, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, AMERICAS 101798741 97 (a) applicable mandatory Legal Requirements; (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, ; (iiic) the Senior Subordinated Note Documents, Sinosure Facility Agreement; (ivd) Indebtedness of Subsidiaries of Holdings (other than the Loan Parties); (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, its Subsidiaries; (vf) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, ; (vig) any instrument governing Indebtedness described customary restrictions and conditions contained in Section 9.04(ix), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for relating to the sale or other disposition of capital stock any property pending the consummation of such sale; provided, that (i) such restrictions and conditions apply only to the property to be sold, and (ii) such sale or assets other disposition is permitted hereunder; (h) any encumbrances, restrictions or conditions imposed by any amendments that are otherwise permitted by the Loan Documents of any Subsidiarythe contracts, provided instruments or obligations referred to in clause (d) above; provided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such amendment; or (i) any agreement in effect at the time a person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or assets, as applicable, in contemplation of such person becoming a Subsidiary of the Borrower and such restriction does not apply to any Loan Party other than such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii).Subsidiary;

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent and the Company will not, and will not permit any of its the Company’s 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 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 profits, in each case owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries that are Borrowers or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries that are Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Effective Date and described on Schedule 10.08, (ii) applicable law, (iiiii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents), (iv) the Priming Term Loan Agreement and the other Priming Term Loan Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in the Priming Term Loan Agreement and the other Priming Term Loan Documents), (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (vvi) [reserved], (vii) customary provisions restricting assignment assignment, sublicensing or subletting of any licensing or leasing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Parent, the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viviii) restrictions on the transfer of any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, asset or Subsidiary or the property or assets conduct of any Person, other than business related thereto pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale of such asset or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v▇▇▇▇▇▇▇▇ ▇▇.▇▇(▇), (vi▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (viix); (x) any agreement or instrument in effect at the time any entity becomes a Subsidiary of the Company or any assets are acquired by a Credit Party, 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 and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (xi) restrictions applicable to any joint venture that is a Subsidiary, (xii) customary restrictions on the transfer of joint venture interests, (xiii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, (xiv) customary net worth provisions contained in real property leases entered into by the Company and the Subsidiaries in the ordinary course of business, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and Subsidiaries to meet their ongoing obligations, (xv) any restrictions regarding licenses or sublicenses by the Company and the Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xvi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xv); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 Marine Cayman Intercompany Loan, the TMS Intercompany Indebtedness, the Trico Supply Intercompany Loan Documentation, the Trico Shipping Senior Secured Notes Documentation (as in effect on the Effective Date) and the Trico Shipping Working Capital Credit Facility (as in effect on the Effective Date), (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of its Subsidiaries which is in effect and outstanding on the BorrowerEffective Date, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired sale of such asset pursuant to any such Permitted Acquisition, (vii) agreements existing documentation in effect and outstanding on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Effective Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi10.01(iii) or (viiv).

Limitation on Certain Restrictions on Subsidiaries. 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 Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v8.1(iii), (vi), (vii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) or (viixviii); or (viii) with respect to any Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to pay dividends or make any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. The No Borrower will, nor will not, and will not permit any of its Material Subsidiaries or Purchaser to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Borrower or any Material Subsidiary of Company or Purchaser to (ai) pay dividends or make any other distributions on its capital stock Capital Stock to Company or any other interest or participation in of its profits owned by the Borrower or any Subsidiary of the Borrower, Subsidiaries or pay any Indebtedness or other Obligation owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (bii) make any loans or advances to the Borrower Company or any Subsidiary of the Borrower its Material Subsidiaries or Purchaser, or (ciii) transfer any of its properties property to Company or assets any of its Material Subsidiaries or Purchaser, except: (a) any encumbrance or restriction pursuant to the Borrower Loan Documents, any documents in connection with the Existing Target Notes, the Existing Target Subordinated Debt, the Senior Notes, the Existing Brazilian Debt, any Permitted Accounts Receivable Securitization, any Receivables Factoring Facility, any agreement in connection with or evidencing Indebtedness permitted pursuant to Sections 8.2(d), (g), (i), (j) (solely to the extent such restrictions apply until the expiry of the Certain Funds Period) and (o) (in the case of Sections 8.2(d) and (o), and any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, so long as such restrictions, taken as a whole, are not materially less favorable to Company than those set forth in the Loan Documents, it being understood and agreed that Company may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of this parenthetical have been satisfied, and such certification shall be conclusive evidence that such requirements have been satisfied), any agreement evidencing Indebtedness of any Subsidiary acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in the documents governing any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Company other than the BorrowerSubsidiary (and any of its Subsidiaries) being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, except the Co-operation Agreement, or any agreement in effect at or entered into on the Closing Date and reflected on Schedule 8.14(a) hereto; (b) any encumbrance or restriction with respect to a Subsidiary of Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary, or agreements relating to the Capital Stock or governance provisions of such Subsidiary (to the extent, and for so long as, such agreements are unable to be amended, replaced or otherwise modified to remove such encumbrances or restrictions restrictions), in each case, issued (with respect to Indebtedness) or existing under (with respect to agreements regarding Capital Stock or governance provisions) on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by reason Company (other than Indebtedness or agreements relating to Capital Stock or governance issued or entered into, as applicable, as consideration in, or to provide all or any portion of the funds or other consideration utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Company) and outstanding on such date; (c) any such encumbrance or restriction consisting of customary provisions (i) applicable lawcontained in any license or other contract governing intellectual property rights of Company or any of its Subsidiaries restricting or conditioning the sublicensing or assignment thereof, (ii) this Agreement restricting subletting, assignment or other transfers of any leases, licenses, joint venture agreements and the other Credit Documentsagreements or any equity interests in any joint ventures, (iii) the Senior Subordinated Note Documentscontained in leases, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrowerjoint venture agreements, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or asset sale agreements, stock sale agreements and other contract agreements entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (viiv) contained in any instrument governing Indebtedness described in Section 9.04(ix)agreement relating to the sale, which restriction is not applicable transfer or other disposition or any agreement to transfer or option or right with respect to a Subsidiary or any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any pending such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, other disposition; provided that such encumbrances and or restrictions are apply only applicable to such Subsidiary Subsidiary, property or assetsassets or (v) containing restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (d) any encumbrance or restriction existing solely as a result of a Requirement of Law, as applicableincluding under contracts with foreign governments or agencies thereof entered into in the ordinary course of business; (e) in the case of clause (c)(iii) above, Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby to the extent such restrictions restrict the transfer of the property subject to such Permitted Lien, security agreements or Capitalized Lease and any such sale or disposition is made in compliance with other agreements evidencing Indebtedness permitted by Section 9.02, and (ix8.2(f) that impose restrictions on the transfer property so acquired or the subject thereof; (f) encumbrances or other restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any asset subject the agreements, contracts, instruments or obligations referred to a Lien permitted by Section 9.01(vin clauses (a) through (e), and clause (vig) hereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and other restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings; and (vii)g) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Except in accordance with Section 6.07, 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 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 the Borrower any Loan Party or any Subsidiary of the Borrowertheir respective Subsidiaries, or pay any Indebtedness owed to the Borrower any Loan Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (b) make loans or advances to the Borrower any Loan Party or any Subsidiary of the Borrower their respective Subsidiaries or (c) transfer any of its properties or assets to the Borrower any Loan Party or any Subsidiary of the Borrowertheir respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Credit Related Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower any Loan Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower any Loan Party or such Subsidiary any of their respective Subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower any Loan Party or any Subsidiary of the Borrower their respective Subsidiaries in the ordinary course of business, (v) restric­tions on the transfer of any asset pending the close of the sale of such asset, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions restric­tions on the transfer of any asset subject to a Lien permitted by Section 9.01(v)6.03, (vivii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority, (viii) customary provisions in partnership agreements, limited liability company organi­za­tional governance docu­ments, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursu­ant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof (1) if the encum­brances and restric­tions contained in any such agreement or instrument taken as a whole are not materially less favor­able to the Issuing Bank than the encumbrances and restrictions contained in this Agreement or (vii)2) if such encumbrance or restriction is not materially more disadvantageous to the Issuing Bank than is custom­ary in comparable financings and such encumbrance or restriction will not materially affect the Company’s ability to make payments on the Obligations, (x) any encum­brances or restrictions imposed by any amendments or refinancings of the contracts, instru­ments or obligations referred to in clause (ix) above; provided that such amend­ments or refinancings are no more materially restrictive with respect to such encumbrances and restric­tions that those prior to such amendment or refinancing, and (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent 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 encumbrance agreement or restriction on instrument binding upon it or any of its assets that restricts the ability of any such Restricted Subsidiary that is not a Loan Party (1) 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 the Borrower Parent or any Subsidiary of the Borrower, its Restricted Subsidiaries or (2) to pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Credit Documents, any Loan Document; (iii) the Senior Subordinated any Existing Note Documents, Document; (iv) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting subletting the right of assignment, pledge, sublease, sublicense or assignment of any lease governing a leasehold interest of mortgage, as the Borrower or any Subsidiary of the Borrowercase may be, thereof; (v) customary provisions restricting assignment restrictions on the transfer of any licensing asset or Equity Interests pending the close of the sale of such asset or Equity Interests, provided that such restrictions apply only to the assets or Equity Interests to be sold; (vi) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, such Permitted Acquisition and does not apply to Parent or any Restricted Subsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (in which the Borrower vii) encumbrances or such Subsidiary is the licenseerestrictions on (a) net worth imposed by customers, suppliers or landlords or (b) cash or other contract deposits, in each case pursuant to agreements entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, ; (viii) any agreement for or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the sale extent such encumbrance or disposition restriction only applies to such Foreign Subsidiary and its Subsidiaries; (ix) an agreement effecting a refinancing, replacement or substitution of capital stock Indebtedness issued, assumed or assets of any Subsidiary, incurred pursuant to an agreement or instrument referred to in clause (vi) above; provided that such encumbrances and restrictions are only applicable the provisions relating to such Subsidiary encumbrance or assets, as applicable, and restriction contained in any such sale refinancing, replacement or disposition is made substitution agreement are no less favorable to Parent or the Lenders in compliance with Section 9.02, and any material respect than the provisions relating to such encumbrance or restriction contained in the agreement or instruments referred to in such clause (ixvi); (x) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01; (xi) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of Parent that is not a Loan Party, which Indebtedness is permitted by Section 10.04; (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiii) on or after the execution and delivery thereof, the Permitted Junior Debt Documents and the Additional Debt Documents; (xiv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Secured Parties with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Loan Documents equally and ratably or on a junior basis; (xv) covenants and agreements made in connection with any agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets to which the Lien securing such Indebtedness relates; (xvi) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary; (xvii) any restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (iii), (viviii), (xi), (xiii), (xiv) and (xvi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent, no more restrictive with respect to such restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (vii)xviii) encumbrances or restrictions existing on the Closing Date, or any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement, taken as a whole, expands the scope of any such encumbrance or restriction in any material respect.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, 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 the Borrower any Company or any Subsidiary of the BorrowerPhysician-Owned Practice, or pay any Indebtedness owed to the Borrower any Company or any Subsidiary of the BorrowerPhysician-Owned Practice, (bii) make loans or advances to the Borrower any Company or any Subsidiary of the Borrower Physician-Owned Practice or (ciii) transfer any of its properties Properties to any Company or assets Physician-Owned Practice, except for: (a) such encumbrances, restrictions or conditions existing by reason of application of mandatory Legal Requirements; (b) (i) this Agreement and the other Loan Documents and (ii) loan documents governing other Indebtedness permitted to be incurred hereunder that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) contained in this Agreement and unless (x) such restrictions apply only to periods after the then latest Maturity Date or (y) to the extent a substantially similar change is made to this Agreement or the other Credit Loan Documents), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligations or ability to make any payments required hereunder; (c) in the case of clause (iii) the Senior Subordinated Note Documents), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (d) in the Borrower or any Subsidiary case of the Borrowerclause (iii), (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any a Subsidiary of the Borrower in the ordinary course of business, ; (vie) customary restrictions and conditions contained in any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable agreement relating to any Person, the sale or the property or assets other Disposition of any PersonProperty or Asset Sale permitted by Section 6.06 pending the consummation of such sale or other Disposition or Asset Sale; provided, other than the Person or the properties or assets acquired pursuant to any that (i) such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date restrictions and conditions apply only to the extent Property to be sold or Disposed of and in the manner (ii) such agreements are in effect on the Initial Borrowing Date, sale or other Disposition or Asset Sale is permitted hereunder; (viiif) any agreement for in effect at the sale time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or disposition in contemplation of capital stock such person becoming a Subsidiary of the Borrower; (g) any encumbrances or assets restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of any Subsidiarythe contracts, provided instruments or obligations referred to in clause (f) above; provided, that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions are only than those prior to such amendment or refinancing; or (h) in the cases of clauses (i) and (iii), customary restrictions in joint venture agreements or other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)joint venture.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, except except, in each case, for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixv) restrictions on the transfer of any asset subject to pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 9.01(v)6.03, (vivii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (vii)viii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clause (ix) above or clauses (xii) through (xv) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) [Reserved], (xii) agreements and arrangements set forth on Schedule 6.12, (xiii) any instrument governing Acquired Indebtedness, of the Person so acquired, (xiv) an agreement or instrument relating to any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xv) encumbrances or restrictions existing under the Existing Letter of Credit Facilities or under other Indebtedness permitted under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in this Agreement as determined in the good faith judgment of the board of directors or an authorized committee thereof, of the Company.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the 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 DocumentsIndenture and related documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix10.4(h), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Closing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Closing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.0210.2, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.1(e), (vif) or (viig).

Limitation on Certain Restrictions on Subsidiaries. The Each of the Parent, 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries, or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 Parent or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Section 9.01(iii), (vii), (viii) and (ix), (vi) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 9.02 solely in respect of the assets to be sold pursuant to such contract, (vii) 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, (viii) any restrictions, after the issuance thereof, in the Senior Subordinated Note Documents or, after the issuance thereof, the Permitted Refinancing Subordinated Indebtedness, so long as the provisions thereof are no more restrictive than the provisions in the Senior Subordinated Note Documents, (ix) the provisions contained in the Existing Indebtedness (to the extent set forth on Schedule VII), (x) customary provisions restricting assignment of licensing agreements, management agreements or franchise agreements, (xi) customary net worth provisions contained in real property leases, (xii) restrictions on the transfer of assets securing purchase money indebtedness or Capital Lease Obligations as permitted by this Agreement, (xiii) any agreement or instrument governing Indebtedness described in Section 9.04(ix)Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such the respective Permitted Acquisition, Acquisition and so long as the respective encumbrances or restrictions were not created (viior made more restrictive) agreements existing on in connection with or in anticipation of the Initial Borrowing Date respective Permitted Acquisition and (xiv) restrictions with respect to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any Subsidiaries imposed pursuant to an agreement for the sale or disposition of capital the stock or of assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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, the Trico Supply AS Credit Agreement, the DeepOcean Indebtedness, the Trico Marine Cayman Intercompany Loan, the TMS Intercompany Indebtedness and the Trico Supply Intercompany Loan Documentation, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02asset, and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(iii), (viv) or (viivi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (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 any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixv) restrictions on the transfer of any asset subject to pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 9.01(v)6.03, (vivii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (vii)viii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clause (ix) above or clauses (xii) through (xvi) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such 4849-0866-3397v976 #4849-0866-3397v1 amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) restrictions contained in the Five-Year Unsecured Revolving Credit and Letter of Credit Facility, (xiii) agreements and arrangements set forth on Schedule 6.12, (xiv) any instrument governing Acquired Indebtedness, of the Person so acquired, (xv) an agreement or instrument relating to any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xvi) encumbrances or restrictions existing under the ▇▇▇▇▇’▇ ▇▇ Facility or the IPC Facility or under any other Indebtedness permitted under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly (A) 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 Restricted Subsidiary of the Administrative Borrower 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 the Borrower or any Subsidiary of the BorrowerRestricted Party, or pay any Indebtedness owed to the Borrower or any Subsidiary of the BorrowerRestricted Party, (bii) make loans or advances to the Borrower or any Subsidiary of the Borrower Restricted Party or (ciii) transfer any of its properties or assets to the Borrower or any Subsidiary of the BorrowerRestricted Party, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) this Agreement and the other Credit Loan Documents; (c) [reserved]solely with respect to the Equity Interests of SPV VLCC Unrestricted Subsidiary, the terms of the Sinosure Facility Agreement; (iiid) the Senior Subordinated Note Documents, Additional Permitted Unsecured Debt Documents and any Refinancing Notes Indenture; (ive) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, a Restricted Party; (vf) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower a Restricted Party in the ordinary course of business, ; (vig) any instrument governing Indebtedness described customary restrictions and conditions contained in Section 9.04(ix), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for relating to the sale or other disposition of capital stock any property pending the consummation of such sale; provided, that (i) such restrictions and conditions apply only to the property to be sold, and (ii) such sale or assets other disposition is permitted hereunder; (h) any encumbrances, restrictions or conditions imposed by any amendments that are otherwise permitted by the Loan Documents of any Subsidiarythe contracts, provided instruments or obligations referred to in clause (d) above; provided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such Subsidiary amendment; (i) any encumbrances, restrictions or assetsconditions set forth in any document evidencing Indebtedness permitted to be incurred by an SPV Buyer (and Vessel Holding Person, as applicablethe case may be) pursuant to Section6.01(q) so long as such encumbrances, restrictions or conditions only apply to the applicable SPV Buyer, and any Vessel Holding Person acquired by it; or (j) any agreement in effect at the time a person becomes a Restricted Subsidiary of the Administrative Borrower, so long as such sale agreement was not entered into in connection with or disposition is made in compliance with Section 9.02, contemplation of such person becoming a Restricted Subsidiary of the Administrative Borrower and (ix) restrictions on the transfer of such restriction does not apply to any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)Restricted Party other than such Restricted Subsidiary.;

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Parent or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Parent or any Subsidiary of the Borrowerits 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, ; (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Parent or any Subsidiary of the Borrower, its Subsidiaries; (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, ; (v) restrictions on the transfer of any asset pending the close of the sale of such asset; (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (v), and (vi) or ); and (vii)) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Initial Borrowing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The U.S. 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 Equity Interest or participation in its profits owned by the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the U.S. Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the U.S. Borrower or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to the BorrowerU.S. Borrower or any of 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) the Senior Subordinated Note Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the U.S. Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v8.1(iii), (vi), (vii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) or (viixviii); or (viii) with respect to any Non-Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to pay dividends or make any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. 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 Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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) agreements which (x) exist on the Senior Subordinated Note DocumentsClosing Date and (to the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Subsidiary of the Borrower at the time such Subsidiary is acquired by the Borrower or any of its Subsidiaries, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vivii) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset or any Subsidiary pending the Person close of the sale of such asset or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing DateSubsidiary, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v6.01(iii), (vi) or ), (vii), (xv), (xvi), (xviii), (xix), (xx), (xxvi) and (xxvii) and (ix) the Second Lien Credit Agreement and the Second Lien Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (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 any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixv) restrictions on the transfer of any asset subject to pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 9.01(v)6.03, (vivii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (vii)viii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clause (ix) above or clauses (xii) through (xvi) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) restrictions contained in the Five- Year Unsecured Revolving Credit and Letter of Credit Facility, (xiii) agreements and arrangements set forth on Schedule 6.12, (xiv) any instrument governing Acquired Indebtedness, of the Person so acquired, (xv) an agreement or instrument relating to any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xvi) encumbrances or restrictions existing under the ▇▇▇▇▇’▇ ▇▇ Facility or the IPC Facility or under any other Indebtedness permitted under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. 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 encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) 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 the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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, ; (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrower, its Restricted Subsidiaries; (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries in the ordinary course of business, ; (v) restrictions on the transfer of any asset pending the close of the sale of such asset; (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(iii), (v), (vi), (x), (xi), (xii) and (xiii); provided that, with respect to Liens permitted by Section 10.01(v), the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such restrictions than those contained in this Agreement and the other Credit Documents; (vii)) restrictions applicable to the Borrower or any Restricted Subsidiary contained in any documents governing any Indebtedness permitted pursuant to Section 10.04 which, when taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, as determined by the Borrower in good faith; and (viii) restrictions applicable to the Borrower, its Restricted Subsidiaries that are not Credit Parties and PIDWAL contained in any documents governing any Indebtedness permitted pursuant to Section 10.04 which are customary for the type of such Indebtedness, and such restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due, in each case, as determined by the Borrower in good faith.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowera Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower Company or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the BorrowerCompany, 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 Secured Note Documents, Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any a Subsidiary of the Borrower in the ordinary course of business, ; (vi) any instrument governing Indebtedness described in holder of a Lien permitted by Section 9.04(ix), which restriction is not applicable to any Person, or 6.02 restricting the transfer of the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, subject thereto; (vii) agreements existing on the Initial Borrowing Date customary restrictions and conditions contained in any agreement relating to the extent and in sale of any property permitted under Section 6.06 pending the manner consummation of such agreements are in effect on the Initial Borrowing Date, sale; (viii) any agreement for in effect at the sale time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or disposition in contemplation of capital stock or assets such person becoming a Subsidiary of Borrower; (ix) in the case of any Subsidiaryjoint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (x) 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 in clauses (iv) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such Subsidiary amendment or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (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 any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixv) restrictions on the transfer of any asset subject to pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 9.01(v)6.03, (vivii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (vii)viii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clause (ix) above provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) after the execution and delivery thereof, restrictions contained in the Three-Year Unsecured Letter of Credit Facility and (xiii) agreements and arrangements set forth on Schedule 6.12.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower or any such Subsidiary of the Borrower 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 the Borrower or any Subsidiary of the BorrowerLoan Party, or pay any Financial Indebtedness owed to the Borrower or any Subsidiary of the BorrowerLoan Party, (bii) make loans or advances to the Borrower or any Subsidiary of the Borrower Loan Party or (ciii) transfer any of its properties or assets to the Borrower or any Subsidiary of the BorrowerLoan Party, except for such encumbrances encumbrances, restrictions or restrictions conditions (x) which are not more restrictive than those contained in this Agreement or (y) existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) this Agreement and the other Credit Loan Documents, ; (iiic) Financial Indebtedness of Subsidiaries of the Senior Subordinated Note Documents, Borrower (ivother than the Loan Parties); (d) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, its Subsidiaries; (ve) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, ; (vif) any instrument governing Indebtedness described customary restrictions and conditions contained in Section 9.04(ix), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for relating to the sale or other disposition of capital stock any property pending the consummation of such sale; provided, that (i) such restrictions and conditions apply only to the property to be sold, and (ii) such sale or assets other disposition is permitted hereunder; (g) any encumbrances, restrictions or conditions imposed by any amendments that are otherwise permitted by the Loan Documents of any Subsidiarythe contracts, provided instruments or obligations referred to in clause (d) above; provided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such amendment; or (h) any agreement in effect at the time a person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or assets, as applicable, in contemplation of such person becoming a Subsidiary of the Borrower and such restriction does not apply to any Loan Party other than such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)Subsidiary.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Parent or any Subsidiary of the BorrowerParent, or pay any Indebtedness owed to the Borrower Parent or any a Subsidiary of the BorrowerParent, (b) make loans or advances to the Borrower Parent or any Subsidiary of the Borrower Parent’s Subsidiaries or (c) transfer any of its properties prop­erties or assets to the Borrower Parent or any Subsidiary of the BorrowerParent’s Subsidiaries, except for such encumbrances 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 Documents2008 Credit Agreement as in effect on the Effective Date, or any refinancing thereof or amendments thereto, provided that in each case the restrictions thereunder are not more restrictive than those contained in the 2008 Credit Agreement as in effect on the Effective Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Parent or any a Subsidiary of the BorrowerParent, (v) customary cus­tomary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Parent or any a Subsidiary of the Borrower Parent in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or holder of a Permitted Lien may restrict the property transfer of the asset or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisitionsubject thereto, (vii) agreements existing on restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Initial Borrowing Effective Date to in accordance with the extent provisions of this Agreement and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. 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 encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) 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 the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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, ; (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrower, its Restricted Subsidiaries; (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries in the ordinary course of business, ; (v) restrictions on the transfer of any asset pending the close of the sale of such asset; (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(iii), (v), (vi), (x), (xi), (xii) and (xiii); provided that, with respect to Liens permitted by Section 10.01(v), the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such restrictions than those contained in this Agreement and the other Credit Documents; (vii)) restrictions applicable to the Borrower or any Restricted Subsidiary contained in any documents governing any Indebtedness permitted pursuant to Section 10.04 which, when taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, as determined by the Borrower in good faith; and (viii) restrictions applicable to the Borrower, its Restricted Subsidiaries that are not Credit Parties contained in any documents governing any Indebtedness permitted pursuant to Section 10.04 which are customary for the type of such Indebtedness, and such restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due, in each case, as determined by the Borrower in good faith.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, the Reimer Postponement Agreement or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of trans▇▇▇ ▇▇ any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (vi), (vii), (viii) or (viixv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 Equity Interest owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits 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 Permitted Convertible Notes Indentures and the other Permitted Convertible Notes Documents, (iv) the Permitted Additional Indebtedness Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vivii) restrictions on the transfer of any asset pending the close of the sale of such asset, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(c), (e), (f), (g), (j), (l), (m), (n), (r), (t), (u), (v), (w), (x), (y), (bb) or (dd), (ix) any agreement or instrument governing Indebtedness described (A) permitted pursuant to Section 10.04(b) (other than Intercompany Debt), provided that, any restrictions contained in any agreement governing any renewal, extension, replacement or refinancing of any Existing Indebtedness are not more restrictive in any material respect than the restrictions contained in the Existing Indebtedness to be renewed, extended, replaced or refinanced (as reasonably determined by the Company in good faith), (B) incurred pursuant to Section 9.04(ix10.04(d), 10.04(p), 10.04(r) or 10.04(s), provided that any such restriction contained therein relates only to the assets financed thereby (or, in the case of Section 10.04(r), securing such Indebtedness), (C) incurred pursuant to Section 10.04(o), which restriction is only applicable to the transfers of assets (other than cash) of the Person that has incurred the subject Indebtedness or (D) incurred pursuant to Section 10.04(g), which encumbrance or restriction, in the case of this clause (D), is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such Permitted the respective Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive (as reasonably determined by the Company in good faith)) in connection with or in anticipation of the respective Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on applicable to any joint venture that is a Non-Wholly-Owned Subsidiary of the transfer Company as a result of an Investment not prohibited by this Agreement; provided that the restrictions applicable to such joint venture are not made more burdensome (as reasonably determined by the Company in good faith), from the perspective of the Company and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment (but solely to the extent any asset subject to a Lien permitted by Section 9.01(vare in effect at such time), (vix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (vii)xi) customary net worth or similar financial maintenance provisions contained in real property leases entered into by any Subsidiary, and (xii) arrangements with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will Original Guarantor shall not, and will not permit any shall ensure that none of its Subsidiaries tosubsidiaries will, 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) subsidiary to: 23.22.1 pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Original Guarantor or any Subsidiary of the Borrowerits subsidiaries, or pay any Indebtedness owed to the Borrower Original Guarantor or any Subsidiary of the Borrower, (b) its subsidiaries; 23.22.2 make loans or advances to the Borrower Original Guarantor or any Subsidiary of the Borrower or (c) its subsidiaries; or 23.22.3 transfer any of its properties or assets to the Borrower Original Guarantor or any Subsidiary of the Borrowerits subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (ia) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority; (iib) this Agreement and the other Credit Finance Documents, ; (iii) the Senior Subordinated Note Documents, (ivc) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Original Guarantor or any Subsidiary of the Borrower, its subsidiaries; (vd) customary provisions restricting assignment of any licensing agreement (in which the Borrower Original Guarantor or such Subsidiary any of its subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower Original Guarantor or any Subsidiary of the Borrower its subsidiaries in the ordinary course of business, ; (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixe) restrictions on the transfer of any asset subject to pending the close of the sale of such asset; (f) restrictions on the transfer of any asset as a result of a Lien permitted by Section 9.01(vClause 23.15 (Liens); (g) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business; (h) customary provisions in partnership agreements, limited liability company organisational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar person; (vii) restrictions on Cash or other deposits or net worth imposed by customers under contracts (viiincluding Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of - 91- business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in paragraph (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favourable to the Finance Parties than the encumbrances and restrictions contained in the Finance Documents; (j) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in paragraph (i) above provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (k) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company; (l) restrictions contained in the Four-Year Secured Letter of Credit Facility, restrictions contained in the Four-Year Unsecured Letter of Credit Facility, restrictions contained in the Citi Facility, restrictions contained in the IPC Facility, restrictions contained in the Flagstone Facility, restrictions contained in the Pac Re Facility, restrictions contained in any Merger Financing and restrictions contained in any other indebtedness permitted to be incurred by subsidiaries of the Original Guarantor hereunder so long as such restrictions are no more restrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement, as determined in the good faith judgment of the board of directors of the Original Guarantor; (m) agreements and arrangements listed in Schedule 11 (Existing Intercompany Agreements and Arrangements); (n) an agreement or instrument relating to any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole than the comparable encumbrances and restrictions set forth in the Finance Documents; (o) any instrument governing Indebtedness acquired pursuant to an acquisition not prohibited under this Agreement (or Indebtedness assumed at the time of such acquisition of an asset securing such Indebtedness) provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such acquisition; and (p) agreements or arrangements in respect of: (i) assets held in trust in any Lloyd's Trust Fund; (ii) assets held in any insurance brokering account; and/or (iii) assets held in trust for the benefit of an insured party pursuant to an insurance or reinsurance arrangement entered into in the ordinary course of business.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings and WPIV will not, and will not permit the Borrower or 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the 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 or sublease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixv) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(vSections 9.01(iii), (iv), (vi), (vii), (viii), (x), (xii), (xiii) and (xiv), (vi) restrictions under any contracts for the sale of (or the granting of an option to buy) assets, including, without limitation, any restriction with respect to a Subsidiary 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, pending the closing of such sale or disposition, PROVIDED that any such restriction relates solely to the assets that are the subject of such contract (or such option) and such sale (or the granting of such option assuming same is exercised) is otherwise permitted under Section 9.02, (vii)) restrictions under any agreement or instrument of a Person existing at the time it becomes a Subsidiary of the Borrower provided that such restriction was not entered into in contemplation of such Person becoming a Subsidiary and (viii) restrictions under Indebtedness permitted under Section 9.04(xi) so long as such restrictions will not, in the good faith determination of the Board of Directors of the Borrower, impair the ability of the Borrower to repay the Obligations.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Parent or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Parent or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Parent or any Subsidiary of the Borrowerits 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, ; (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Parent or any Subsidiary of the Borrower, its Subsidiaries; (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, ; (v) restrictions on the transfer of any asset pending the close of the sale of such asset; (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (v), and (vi) or ); and (vii)) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Initial Borrowing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Parent or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Parent or any Subsidiary of the Borrowerits 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, ; (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Parent or any Subsidiary of the Borrower, its Subsidiaries; (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, ; (v) restrictions on the transfer of any asset pending the close of the sale of such asset; (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(iii), (v), and (vi) or ); and (vii)) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Initial Borrowing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will notCreate or otherwise cause or suffer to exist or become effective, and will not or permit any of its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective effective, directly or indirectly, 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness Debt owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the 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) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (v) customary provisions restricting the transfer of assets subject to Liens permitted under Section 5.02(a)(v) or (vi), (vi) Existing Debt, (vii) any instrument governing Indebtedness described Debt or capital stock of a Person acquired by such Loan Party or any of its Subsidiaries as in Section 9.04(ixeffect at the time of such acquisition (except to the extent such Debt was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the property or assets properties of any Person, other than the Person Person, or the properties property or assets acquired pursuant to of the Person (including any such Permitted AcquisitionSubsidiary of the Person), (vii) agreements existing on the Initial Borrowing Date to the extent and so acquired, provided that, in the manner case of Debt, such agreements are in effect on Debt was permitted by the Initial Borrowing Dateterms of this Agreement to be incurred, (viii) refinancings or renewals of Existing Debt permitted under Section 5.02(b)(viii) hereof, (ix) customary restrictions in Capitalized Leases, security agreements or mortgages securing Debt of such Loan Party or any of its Subsidiaries to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease, security agreement or mortgage, (x) customary restrictions with respect to an agreement that has been entered into for the sale or disposition of assets or capital stock held by such Loan Party or assets any of its Subsidiaries, (xi) customary restrictions contained in any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary agreements or assets, as applicable, and any such sale documentation governing Debt permitted under Section 5.02(b)(xi) hereof or disposition is made in compliance with governing the issuance of Preferred Stock permitted under Section 9.025.02(m) hereof, and (ixxii) restrictions on (A) the transfer of any asset subject to a Lien permitted by Section 9.01(v)Warrant Agreement, as amended, and (viB) or (vii)the Parent Shareholder Agreement, as amended.

Limitation on Certain Restrictions on Subsidiaries. The U.S. 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 Equity Interest or participation in its profits owned by the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the U.S. Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the U.S. Borrower or any Subsidiary of the Borrowerits 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) after the execution and delivery thereof, the New Senior Subordinated Note Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the U.S. Borrower or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the U.S. Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing DateContingent Note, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (vi), (vii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii), (xviii), (xix) or (viixx); or (xix) with respect to any Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to pay dividends or make any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(iii), (vi), (vii), (x), (xi) (solely with respect to contractual landlords Liens and Liens permitted under subclause (y) thereof), (xv), (xvi) or (xvii)(x), (vii)) 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 10.05 or a Permitted Acquisition effected in accordance with Section 9.16, provided that the restrictions applicable to the respective such 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, and (viii) on and after the execution and delivery thereof, the Permitted Subordinated Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the Borrowerits 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 any leasehold interest of the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Holdings or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(iii), (vi), (vii), (xv) or (xvi)(x); (vii) any agreement or instrument governing Indebtedness described in Section 9.04(ix)Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such the respective Permitted Acquisition, Acquisition or Investment and so long as the respective encumbrances or restrictions were not created (viior made more restrictive) agreements existing on in connection with or in anticipation of the Initial Borrowing Date to the extent respective Permitted Acquisition or Investment; and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) restrictions applicable to any agreement for joint venture that is a Subsidiary existing at the sale time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or disposition of capital stock or assets of any Subsidiary, a Permitted Acquisition effected in accordance with Section 9.15; provided that such encumbrances and the restrictions are only applicable to such Subsidiary joint venture are not made 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 assetsPermitted Acquisition. Notwithstanding anything to the contrary, as applicable, the provisions of this Section 10.11 will not be applicable to the Borrower and any such sale or disposition is made in compliance with Western Money Systems until the Mississippi Gaming Commission Approval has been obtained pursuant to Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)13.20.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and nor 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of the Borrower, (by) make loans or advances to the Borrower or any Subsidiary of the Borrower or (cz) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 any a Subsidiary of the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (viv) any agreement or instrument governing Indebtedness described in Section 9.04(ix)Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, Person other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of such 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 10.05; provided that the restrictions applicable to such Permitted Acquisitionjoint venture are not made 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, (vii) agreements existing on the Initial Borrowing Date any restriction or encumbrance with respect to the extent assets subject to Liens permitted by Sections 10.03(iv), (x), (xi), (xii) and in the manner such agreements are in effect on the Initial Borrowing Date(xvi), (viii) any agreement for the sale or disposition of capital stock or assets of any SubsidiaryTerm Credit Documents, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on set forth in the transfer of any asset subject to a Lien permitted by Section 9.01(v), documents governing Existing Indebtedness and (vix) or restrictions in the documents governing Indebtedness incurred following the Amendment No. 4 Effective Date which are not materially more restrictive than the restrictions described in the foregoing clause (vii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 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 the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (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 any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v)7.03, (vivii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority, (viii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) or (vii)g) of the definition thereof (1) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement or (2) if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Loans, (x) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clause (ix) above provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions that those prior to such amendment or refinancing and (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create Create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of (A) any such Non-Guarantor 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 the Borrower or any Subsidiary of the BorrowerLoan Party, or pay any Indebtedness owed to the Borrower or any Subsidiary of the BorrowerLoan Party, (bii) make loans or advances to the Borrower or any Subsidiary of the Borrower Loan Party or (ciii) transfer any of its properties Properties to any Loan Party (provided that dividend or assets liquidation priority between or among classes or series of Equity Interests, and the subordination of any obligation (including the application of any remedy bars thereto) to the any other obligation will not be deemed to constitute such an encumbrance or restriction) or (B) Borrower or any other Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its Properties or revenues, whether now owned or hereafter acquired, for the benefit of the BorrowerLenders under the Loan Documents, except for for, in the case of each of clauses (A) and (B): (a) such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of application of Legal Requirements; (b) (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (ii) the Second Lien Note Indenture, (iii) the Senior Subordinated Note Documents, governing documentation with respect to any Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness and (iv) loan documents governing other Indebtedness permitted to be incurred hereunder that are, taken as a whole, in the good faith judgment of Borrower, no more restrictive with respect to Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more materially restrictive than the restrictions contained in this Agreement unless (x) such restrictions apply only to periods after the then Initial Term Loan Maturity Date or (y) to the extent a substantially similar change is made to this Agreement or the other Loan Documents), so long as Borrower shall have determined in good faith that such restrictions will not affect its obligations or ability to make any payments required hereunder; (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest or a lien upon a leasehold interest of the Borrower or any Subsidiary one of the Borrower, its Restricted Subsidiaries; (vd) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any a Subsidiary of the Borrower in the ordinary course of business; (e) customary restrictions and conditions contained in any agreement relating to the sale or other Disposition of any Property permitted by Section 6.06 pending the consummation of such sale or other Disposition; provided, that (vii) such restrictions and conditions apply only to the Property to be sold or Disposed of and (ii) such sale or other Disposition is permitted hereunder; (f) any agreement in effect at the time such Person becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary of Borrower; (g) [reserved]; (h) purchase money obligations and Capital Lease Obligations that impose restrictions of such nature on the Property so acquired, any replacements of such Property or assets and additions and accessions thereto, after-acquired Property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such restriction shall not be permitted to apply to any Property to which such restriction would not have applied but for such acquisition); (i) any agreement or other instrument governing Indebtedness described of a Person acquired by or merged or consolidated with or into Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in Section 9.04(ixconnection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the property properties or assets of any Person, other than the Person and its Subsidiaries, or the properties property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (j) (x) restrictions contained in documents for secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.01 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted AcquisitionLien, (vii) agreements existing on the Initial Borrowing Date only to the extent and that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (k) restrictions on cash or other deposits or net worth imposed by customers under contracts (other than with respect to Indebtedness) entered into in the manner ordinary course of business; (l) customary anti-assignment provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (m) customary restrictions in joint venture agreements or other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such agreements are joint venture; (n) as set forth in effect on the Initial Borrowing Date, Schedule 6.12; (viiio) any agreement for encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the sale Loan Documents of the contracts, instruments or disposition of capital stock obligations referred to in clauses (a) through (n) above; provided, that such amendments or assets of any Subsidiary, provided that refinancings are no more materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such Subsidiary amendment or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)refinancing.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the 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 or sublease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(vSections 9.01(iii), (iv), (vi) or ), (vii), (viii), (x), (xiii), (xiv), (xv), (xvi) and (xvii) and (vii) restrictions under any contracts for the sale of (or the granting of an option to buy) assets, including, without limitation, any restriction with respect to a Subsidiary 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, pending the closing of such sale or disposition, provided that any such restriction relates solely to the assets that are the subject of such contract (or such option) and such sale (or the granting of such option assuming same is exercised) is otherwise permitted under Section 9.02. Notwithstanding the foregoing, Indebtedness incurred by Foreign Subsidiaries of the Borrower pursuant to, and as permitted by, Section 9.04(xiv) and owing to Persons other than the Borrower and its Subsidiaries may contain restrictions of the type otherwise prohibited in the immediately preceding sentence, in each case so long as such restrictions are applicable only to the Foreign Subsidiary or Foreign Subsidiaries incurring such Indebtedness and the Borrower in good faith determines that said restrictions are not likely to give rise to a violation of the financial covenants contained in this Agreement and notifies the Administrative Agent in writing of said restrictions not later than the last day of the fiscal quarter of the Borrower in which the respective Indebtedness is incurred or restriction became effective.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create Create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of (A) any such Non-Guarantor 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 the Borrower or any Subsidiary of the BorrowerLoan Party, or pay any Indebtedness owed to the Borrower or any Subsidiary of the BorrowerLoan Party, (bii) make loans or advances to the Borrower or any Subsidiary of the Borrower Loan Party or (ciii) transfer any of its properties Properties to any Loan Party (provided that dividend or assets liquidation priority between or among classes or series of Equity Interests, and the subordination of any obligation (including the application of any remedy bars thereto) to the any other obligation will not be deemed to constitute such an encumbrance or restriction) or (B) Borrower or any other Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its Properties or revenues, whether now owned or hereafter acquired, for the benefit of the BorrowerLenders under the Loan Documents, except for for, in the case of each of clauses (A) and (B): (a) such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of application of Legal Requirements; (b) (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (ii) the Senior Priority Debt Documents, (iii) the Senior Subordinated Note Documents, governing documentation with respect to any Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness and (iv) loan documents governing other Indebtedness permitted to be incurred hereunder that are, taken as a whole, in the good faith judgment of Borrower, no more restrictive with respect to Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more materially restrictive than the restrictions contained in this Agreement unless (x) such restrictions apply only to periods after the then Initial Term Loan Maturity Date or (y) to the extent a substantially similar change is made to this Agreement or the other Loan Documents), so long as Borrower shall have determined in good faith that such restrictions will not affect its obligations or ability to make any payments required hereunder; (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest or a lien upon a leasehold interest of the Borrower or any Subsidiary one of the Borrower, its Restricted Subsidiaries; (vd) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any a Subsidiary of the Borrower in the ordinary course of business; (e) customary restrictions and conditions contained in any agreement relating to the sale or other Disposition of any Property permitted by Section 6.06 pending the consummation of such sale or other Disposition; provided, that (vii) such restrictions and conditions apply only to the Property to be sold or Disposed of and (ii) such sale or other Disposition is permitted hereunder; (f) any agreement in effect at the time such Person becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary of Borrower; (g) [reserved]; (h) purchase money obligations and Capital Lease Obligations that impose restrictions of such nature on the Property so acquired, any replacements of such Property or assets and additions and accessions thereto, after-acquired Property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such restriction shall not be permitted to apply to any Property to which such restriction would not have applied but for such acquisition); (i) any agreement or other instrument governing Indebtedness described of a Person acquired by or merged or consolidated with or into Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in Section 9.04(ixconnection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the property properties or assets of any Person, other than the Person and its Subsidiaries, or the properties property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (j) (x) restrictions contained in documents for secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.01 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted AcquisitionLien, (vii) agreements existing on the Initial Borrowing Date only to the extent and that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (k) restrictions on cash or other deposits or net worth imposed by customers under contracts (other than with respect to Indebtedness) entered into in the manner ordinary course of business; (l) customary anti-assignment provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (m) customary restrictions in joint venture agreements or other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such agreements are joint venture; (n) as set forth in effect on the Initial Borrowing Date, Schedule 6.12; (viiio) any agreement for encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the sale Loan Documents of the contracts, instruments or disposition of capital stock obligations referred to in clauses (a) through (n) above; provided, that such amendments or assets of any Subsidiary, provided that refinancings are no more materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such Subsidiary amendment or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)refinancing.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 Notes and the Convertible Subordinated Note DocumentsDebt existing on the Effective Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) wagering systems equipment contract or other similar contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on prohibiting the transfer of any asset subject to a Lien permitted by under Section 9.01(v9.01(iii), (vivii), (viii), (xiv) or (xv) and (vii) the subordination of any Indebtedness incurred pursuant to Section 9.06(ix).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will notNo Credit Party (a) shall, and will not nor shall it permit any of its Subsidiaries (other than any Excluded 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 Subsidiary (other than an Excluded Subsidiary) to (i) pay dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Debt owed to the Borrower or any Subsidiary, (ii) make loans or advances to the Borrower or any of its Subsidiaries or (iii) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (A) applicable law; (B) this Agreement, the other Loan Documents or the JV Credit Agreement; (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (E) any holder of a Lien permitted by Section 6.1 restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.4 pending the consummation of such sale, (G) contractual arrangements or covenants described on Schedule 6.3 hereto and, in the case that such arrangements or covenants are in regards to Debt, any Permitted Refinancing thereof (to the extent permitted under Section 6.2 hereof) and in the case of arrangements or covenants that do not involve Debt, any agreement evidencing any renewal or extension thereof to the extent permitted hereunder, (H) such restrictions that are binding on a Credit Party or any Subsidiary of a Credit Party at the time such Credit Party or Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into in contemplation of the acquisition whereby such Subsidiary was acquired and so long as such restrictions only apply to such Credit Party or such Subsidiary, (I) customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to such joint ventures, in each case, to the extent that such joint ventures are permitted hereunder, (J) customary restrictions on leases, subleases, licenses, sublicenses, asset sale or similar agreements, including with respect to Intellectual Property and other similar agreements, in each case, to the extent leases, subleases, licenses, sublicenses, asset sale or similar agreements are permitted under this Agreement and so long as such restrictions relate solely to the assets subject thereto, (K) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Credit Party or any Subsidiary of a Credit Party, (L) arising in connection with cash deposits or other deposits permitted under Section 6.1 to the extent that such restriction shall only be in regards to such deposit(s), (M) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (N) Reserved, or (O) Reserved and (b) shall directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the JV Company to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness Debt owed to the Borrower or any Subsidiary of the BorrowerSubsidiary, (bii) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (ciii) transfer any of its properties or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (iA) applicable law, law and (iiB) this Agreement and or 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 any Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii).

Limitation on Certain Restrictions on Subsidiaries. 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 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 Notes Documents and, on and after the execution and delivery thereof, the Permitted Unsecured Debt Documents, (iv) customary provisions restricting subletting subletting, subleasing, transferring, assignment or assignment transfer of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(vSections 10.01(iii), (v), (vi), (vii), (xiii), (xviii), (xix)(i), (xxi), (xxiii), (xxiv), (xv),and (xxvi) and (viii) restrictions or encumbrances with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or all or substantially all of the assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement and the other Credit Documents, (ix) restrictions and encumbrances in a contractual obligation which exist on the Initial Borrowing Date and (to the extent not otherwise permitted by this Section 10.09) are listed on Schedule 10.09, and any modification, replacement, renewal, extension or refinancing of such contractual obligation so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Lenders or materially more restrictive on the Borrower and its Subsidiaries, (x) restrictions and encumbrances binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower pursuant to a Permitted Acquisition or an Investment made under Section 10.05(xix), (xxi) or (viixxii), so long as such restrictions and encumbrances were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Investment and do not apply to any Person other than the Subsidiary so acquired, (xi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture (and its assets or Equity Interest issued by such Person) entered into in the ordinary course of business, (xii) restrictions and encumbrances on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (xiii) restrictions and encumbrances arise in connection with cash or other deposits permitted under Section 10.01 and 10.05 and limited to such cash or deposit are restrictions on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of sellers in connection with Permitted Acquisitions and Investments permitted under Sections 10.05(xix), (xxi) and (xxii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 Dividends or make any other distributions Distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries, or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrower, its Subsidiaries; except for such for: (i) non-contractual encumbrances or restrictions existing arising under or by reason of (i) applicable law, ; (ii) encumbrances and restrictions existing under this Agreement and the other Credit Senior Note Documents, ; (iii) encumbrances and restrictions existing under the Senior Subordinated Note Credit Documents, ; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold any Leasehold interest of the Borrower Company or any Subsidiary of the Borrower, its Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, ; (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or customary restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisition, asset (provided such transfer is otherwise permitted under the Senior Note Documents without consent of the Holders); (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (vi), (vii), (xiv), (xv) or (viixvi) (provided, in the case of any extension or renewal, that no such encumbrance or restriction first arises in connection with any such extension or renewal); (viii) restrictions contained in the IDS Note Documents as in effect on the Funding Date; or as amended with the consent of the Required Lenders; (ix) restrictions in effect on the date of this Agreement contained in the Existing Indebtedness Agreements, as in effect on the Funding Date, and, if such Indebtedness is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Indebtedness (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the agreements governing the Indebtedness being renewed, extended or refinanced; (x) any restriction or encumbrance with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement without consent of the Holders; (xi) restrictions in favor of a Person who is not an Affiliate of a Credit Party contained in agreements or documents granting or governing Acquired Purchase Money Debt or Indebtedness (including in respect of Capitalized Lease Obligations) which are permitted under Section 9.04(iii), if and to the extent that such restriction relates only to the asset or assets subject to the Lien securing such Acquired Purchase Money Debt or acquired with the proceeds of such Capitalized Lease Obligations or Indebtedness incurred pursuant to Section 9.04(iii); and (xii) customary provisions applicable to Non-Wholly-Owned Subsidiaries, to the extent requiring that Dividends by such Persons be undertaken ratably, in accordance with ownership of Capital Stock therein.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the Borrowerits 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) on and after the Senior Subordinated Note execution and delivery thereof, the Permitted Unsecured Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower Holdings or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(iii), (v), (vi), (vii), (ix), (xii), (xiii), (xiv), (xv), (xvi), (xvii) or (vii)xviii) and (viii) restrictions or encumbrances with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or all or substantially all of the assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement and the other Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 Restricted Subsidiary of the Parent Borrower to (a) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Parent Borrower or any Restricted Subsidiary of the Parent Borrower, or pay any Indebtedness owed to the Parent Borrower or any a Restricted Subsidiary of the Parent Borrower, (b) make loans or advances to the Parent Borrower or any Restricted Subsidiary of the Parent Borrower or (c) transfer any of its properties or assets to the Parent Borrower or any Restricted Subsidiary of the Parent Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Applicable Law; (ii) this Agreement and the other Credit Loan Documents, ; (iii) any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Sections 6.01(b), (e), (l), (m), (q), (t), (v), (w), (y) or (cc), in each case to the Senior Subordinated Note extent, in the good faith judgment of the Borrowers, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrowers have determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Loan Parties to meet their obligations under the Loan Documents, ; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, a Company; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any a Restricted Subsidiary of the Parent Borrower; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the time such Restricted Subsidiary of the Parent Borrower becomes a Restricted Subsidiary of the Parent Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Parent Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documents and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held in, such joint venture, and customary provisions in asset sale and stock sale agreements and other similar agreements permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the assets or persons subject to such sale agreements; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, ; (vixi) any instrument governing Indebtedness described assumed in Section 9.04(ix)connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Personperson, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant of any person, other than the person or the properties or assets of the person so acquired; (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents of the contracts, instruments or obligations referred to any such Permitted Acquisition, in clauses (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Dateiii), (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such Subsidiary amendment or assetsrefinancing; (xiii) any restrictions on transfer of the Equity Interests in NKL or its direct parents, as applicable4260848 Canada Inc., 4260856 Canada Inc., and 8018227 Canada Inc., imposed by any such sale lock-up or disposition is made listing agreement, rule or regulation in compliance connection with Section 9.02, and (ix) restrictions on any listing or offering of Equity Interests in NKL to the transfer of any asset subject to a Lien permitted extent required by Section 9.01(v), (vi) Applicable Law or listing or stock exchange requirements; or (vii)xiv) customary credit event upon merger provisions in Hedging Agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower No -------------------------------------------------- Credit Agreement Party 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 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 the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or any Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower Holdings or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the BorrowerHoldings, 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 Holdings or any Subsidiary of the BorrowerHoldings, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Holdings or any Subsidiary of the Borrower Holdings in the ordinary course of business, (viv) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements restrictions existing on the Initial Borrowing Date to the extent and in the manner such agreements are Senior Subordinated Note Documents as in effect on the Initial Borrowing Date, (vi) restrictions existing in the Junior Subordinated Note Documents as in effect on the Initial Borrowing Date, (vii) restrictions existing in the Replacement Junior Subordinated Note Documents approved by the Syndication Agent and the Administrative Agent pursuant to Section 9.04(xiii), (viii) any agreement for restrictions existing in the sale or disposition of capital stock or assets of any SubsidiaryWakefern Documents as in effect on the Initial Borrowing Date, provided that such encumbrances and (ix) restrictions are only applicable on the ▇▇▇▇▇▇ Subsidiary pursuant to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02the ▇▇▇▇▇▇ Documents, and (ixx) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(vSections 9.01(iii), (vi) or and (vii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or any a Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower Company's Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits 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 Company or any a Subsidiary of the BorrowerCompany, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Company or any a Subsidiary of the Borrower Company in the ordinary course of business, (vi) any instrument governing in the case of DNE and its Subsidiaries, the Existing Indebtedness described Agreements as modified by the consent contemplated under Section 5.19 OF THE AGREEMENT, and in Section 9.04(ixthe case of Superior and the Company, the Brownwood, Texas lease (but only with respect to the property and assets subject to such lease), which restriction is not applicable (vii) customary provisions restricting the transfer of or by those assets pursuant to, and subject to any Personother Liens permitted under Section 8.03(h), (i), (j), (k) or the property (l) and (viii) OF THIS EXHIBIT E restrictions or assets encumbrances pursuant to Indebtedness of any Person, other than the Person or the properties or assets a Subsidiary acquired pursuant to any a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such Indebtedness, PROVIDED that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner PROVIDED, FURTHER, such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale restrictions or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable apply solely to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)so acquired.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or any a Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower Company's Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits 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 Company or any a Subsidiary of the BorrowerCompany, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Company or any a Subsidiary of the Borrower Company in the ordinary course of business, (vi) any instrument governing in the case of DNE and its Subsidiaries, the Existing Indebtedness described Agreements as modified by the consent contemplated under Section 5.19, and in the case of Superior and the Company, that certain lease agreement dated as of May 10, 1995 (the "Brownwood Lease") as amended, between Superior and ALP (TX) QRS-11-28, Inc., (vii) customary provisions restricting the transfer of or by those assets pursuant to, and subject to other Liens permitted under Section 9.04(ix8.03(h), which restriction is not applicable (i), (j), (k) or (l) and (viii) restrictions or encumbrances pursuant to any Person, or the property or assets Indebtedness of any Person, other than the Person or the properties or assets a Subsidiary acquired pursuant to any a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such Indebtedness, PROVIDED that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner PROVIDED, FURTHER, such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale restrictions or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable apply solely to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)so acquired.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, (iii) the other Credit Documents, (iiiiv) the Existing Senior Subordinated Note Documents, (ivv) the provisions applicable to the Receivables Sellers and the Receivables Subsidiary contained in the Receivables Facility Documents, (vi) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (vvii) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viviii) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02asset, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (vi), (vii) or (viixiv).

Limitation on Certain Restrictions on Subsidiaries. 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 Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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) agreements which (x) exist on the Senior Subordinated Note DocumentsClosing Date and (to the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Subsidiary of the Borrower at the time such Subsidiary is acquired by the Borrower or any of its Subsidiaries, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vivii) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset or any Subsidiary pending the Person close of the sale of such asset or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing DateSubsidiary, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v6.01(iii), (vi) or ), (vii), (xv), (xvi), (xviii), (xix), (xx), (xxvi) and (xxvii) and (ix) the First Lien Credit Agreement and the First Lien Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Each Credit Party 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 the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, or pay any Indebtedness owed to the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (b) make loans or advances to the Borrower any Credit Party or any Subsidiary of the Borrower their respective Subsidiaries or (c) transfer any of its properties or assets to the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, except for such encumbrances or restrictions existing under or under, by reason of or with respect to (i) applicable law, rule, regulation or administrative or court order, (ii) this Agreement and the other Credit Documents, (iii) (A) the Senior Subordinated Note Secured Notes Indenture and the other Secured Notes Documents, (B) the Refinancing Notes Indenture and the other Refinancing Notes Documents and (C) the Qualified Debt Documents with respect to Qualified Debt incurred under Sections 10.04(o), (p), (q) and (v) so long as the respective restrictions in such Qualified Debt Documents are customary for similar financings (as determined in good faith by the Company) or are no more restrictive in any material respect than the comparable provisions under this Agreement, (iv) customary provisions restricting transfers, subletting or assignment of any property or asset that is a lease governing a any leasehold interest of the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower any Credit Party or such Subsidiary any of their respective Subsidiaries is the licensee) or other contract entered into by the Borrower any Credit Party or any Subsidiary of the Borrower their respective Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(c), (f), (g), (n) or (u), (viii) any agreement or instrument governing Indebtedness described in incurred under Section 9.04(ix10.04(g), which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such 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, (viiix) customary provisions in joint venture agreements existing on and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) restrictions or encumbrances restricting cash or other deposits or net worth imposed by customers under contracts entered into in the Initial Borrowing Date ordinary course of business and (xi) the Partnership Agreement, so long as such restrictions apply only to the extent and in Company, Subsidiaries of the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicableCompany, and any such sale or disposition is made in compliance with Section 9.02, the Equity Interests of Company and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the Borrowerits 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) after the Senior 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 any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower Holdings or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02asset, and (ixvii) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the 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 Holdings' Senior Note Documents, (iv) the Borrower's 9 1/4% Senior Subordinated Notes, (v) the Holdings' Subordinated Exchange Debentures Indenture, (vi) the CCI Exchange Debenture Indenture, (vii) the CCI 10 3/4% Existing Senior Subordinated Note Documents, (ivviii) the Chancellor Loan or any documents related thereto, (ix) CCI Intercompany Loan or any documents related thereto, (x) CCI 11 3/8% Senior Subordinated Notes Documents, (xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (vxii) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, business and (ixxiii) customary restrictions on the transfer of in any asset subject to a Lien industrial revenue bond, purchase money financing, capital lease or any other agreement permitted by Section 9.01(v), (vi) or (vii)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create Create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of (A) any such Non-Guarantor 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 the Borrower or any Subsidiary of the BorrowerLoan Party, or pay any Indebtedness owed to the Borrower or any Subsidiary of the BorrowerLoan Party, (bii) make loans or advances to the Borrower or any Subsidiary of the Borrower Loan Party or (ciii) transfer any of its properties Properties to any Loan Party (provided that dividend or assets liquidation priority between or among classes or series of Equity Interests, and the subordination of any obligation (including the application of any remedy bars thereto) to the any other obligation will not be deemed to constitute such an encumbrance or restriction) or (B) Borrower or any other Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien upon any of its Properties or revenues, whether now owned or hereafter acquired, for the benefit of the BorrowerLenders under the Loan Documents, except for for, in the case of each of clauses (A) and (B): (a) such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of application of Legal Requirements; (b) (i) applicable law, (ii) this Agreement and the other Loan Documents, (ii) the Second Lien Credit DocumentsAgreement, (iii) the Senior Subordinated Note Documents, governing documentation with respect to any Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness and (iv) loan documents governing other Indebtedness permitted to be incurred hereunder that are, taken as a whole, in the good faith judgment of Borrower, no more restrictive with respect to Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more materially restrictive than the restrictions contained in this Agreement unless (x) such restrictions apply only to periods after the then Initial Term Loan Maturity Date or (y) to the extent a substantially similar change is made to this Agreement or the other Loan Documents), so long as Borrower shall have determined in good faith that such restrictions will not affect its obligations or ability to make any payments required hereunder; (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest or a lien upon a leasehold interest of the Borrower or any Subsidiary one of the Borrower, its Restricted Subsidiaries; (vd) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any a Subsidiary of the Borrower in the ordinary course of business; (e) customary restrictions and conditions contained in any agreement relating to the sale or other Disposition of any Property permitted by Section 6.06 pending the consummation of such sale or other Disposition; provided, that (vii) such restrictions and conditions apply only to the Property to be sold or Disposed of and (ii) such sale or other Disposition is permitted hereunder; (f) any agreement in effect at the time such Person becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary of Borrower; (g) [reserved]; (h) purchase money obligations and Capital Lease Obligations that impose restrictions of such nature on the Property so acquired, any replacements of such Property or assets and additions and accessions thereto, after-acquired Property subject to such arrangement, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such restriction shall not be permitted to apply to any Property to which such restriction would not have applied but for such acquisition); (i) any agreement or other instrument governing Indebtedness described of a Person acquired by or merged or consolidated with or into Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in Section 9.04(ixconnection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the property properties or assets of any Person, other than the Person and its Subsidiaries, or the properties property or assets of the Person and its Subsidiaries, so acquired or designated, any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to such agreement or instrument, the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender (it being understood that such encumbrance or restriction shall not be permitted to apply to any property to which such encumbrance or restriction would not have applied but for such acquisition); (j) (x) restrictions contained in documents for secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.01 that limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject to Permitted Liens (but, with respect to any such Permitted AcquisitionLien, (vii) agreements existing on the Initial Borrowing Date only to the extent and that such transfer restrictions apply solely to the assets that are the subject of such Permitted Lien); (k) restrictions on cash or other deposits or net worth imposed by customers under contracts (other than with respect to Indebtedness) entered into in the manner ordinary course of business; (l) customary anti-assignment provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; (m) customary restrictions in joint venture agreements or other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such agreements are joint venture; (n) as set forth in effect on the Initial Borrowing Date, Schedule 6.12; (viiio) any agreement for encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the sale Loan Documents of the contracts, instruments or disposition of capital stock obligations referred to in clauses (a) through (n) above; provided, that such amendments or assets of any Subsidiary, provided that refinancings are no more materially restrictive with respect to such encumbrances and restrictions are only applicable than those prior to such Subsidiary amendment or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Neither Magellan nor the Borrower will, nor will not, and will not they 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 or participation in its profits owned by the Borrower Magellan or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Magellan or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Magellan or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Magellan or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw or any applicable regulation, rule, order, approval, license or other restrictions issued by any governmental authority, (ii) this Agreement and the other Credit Documents, (iii) on or after the Senior delivery thereof, the Permitted Subordinated Note Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Magellan or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower Magellan or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Magellan or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or close of the properties or assets acquired pursuant to any sale of such Permitted Acquisitionasset, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (vi), (vii), (xiv), (xvii), (xviii), (xix) or (vii)xx) and (viii) customary restrictions in the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into in the ordinary course of business with respect to cash or other deposits or minimum net worth or similar requirements.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 Additional Permitted Subordinated Note Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or vi)restrictions on the property or assets transfer of any Person, other than asset pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02asset, and (ix) restrictions vii)restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (vi), (vii) or (viixiv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent and the Company will not, and will not permit any of its the Company’s 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 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 profits, in each case owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries that are Borrowers or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries that are Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Effective Date and described on Schedule 10.08, (ii) applicable law, (iiiii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents), (iv) the Priming Term Loan Agreement and the other Priming Term Loan Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in the Priming Term Loan Agreement and the other Priming Term Loan Documents), (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (vvi) [reserved], (vii) customary provisions restricting assignment assignment, sublicensing or subletting of any licensing or leasing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Parent, the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viviii) restrictions on the transfer of any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, asset or Subsidiary or the property or assets conduct of any Person, other than business related thereto pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale of such asset or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(vS▇▇▇▇▇▇▇ ▇▇.▇▇(▇), (vi▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (viix); (x) any agreement or instrument in effect at the time any entity becomes a Subsidiary of the Company or any assets are acquired by a Credit Party, 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 and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (xi) restrictions applicable to any joint venture that is a Subsidiary, (xii) customary restrictions on the transfer of joint venture interests, (xiii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, (xiv) customary net worth provisions contained in real property leases entered into by the Company and the Subsidiaries in the ordinary course of business, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and Subsidiaries to meet their ongoing obligations, (xv) any restrictions regarding licenses or sublicenses by the Company and the Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xvi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xv); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 Equity Interest or participation in its profits owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits 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, Inventory Facility Documents and (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Company or any Subsidiary of the Borrower, its Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, ; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(c), (f), (g), (o) or (p)(i); (viii) any agreement or instrument governing Indebtedness described in Section 9.04(ix)Permitted Refinancing Indebtedness, which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such the respective Permitted Acquisition, Acquisition or Investment and so long as the respective encumbrances or restrictions were not created (viior made more restrictive) agreements existing on in connection with or in anticipation of the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale respective Permitted Acquisition or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and Investment; (ix) 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 10.05 or a Permitted Acquisition effected in accordance with Section 9.14; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Company and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (x) negative pledges and restrictions on the transfer Liens in favor of any asset subject holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the ABL Loan Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a Lien permitted senior basis and without a requirement that such holders of such Indebtedness be secured by Section 9.01(v)such Liens equally and ratably or on a junior basis; (xi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or vendors under agreements entered into in the ordinary course of business; and (xii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viviii) above, provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viiviii).

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 Second-Lien Note Documents, (iv) the Third-Lien Credit Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vivii) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02asset, and (ixviii) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v9.01(iii), (vi), (vii) or (viixiv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (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 any leasehold interest of the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower Company or such Subsidiary any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Borrower Company or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixv) restrictions on the transfer of any asset subject to pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 9.01(v)6.03, (vivii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (vii)viii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clause (ix) above or clauses (xii) through (xvi) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) restrictions contained in the Four-Year Unsecured Revolving Credit and Letter of Credit Facility, (xiii) agreements and arrangements set forth on Schedule 6.12, (xiv) any instrument governing Acquired Indebtedness, of the Person so acquired, (xv) an agreement or instrument relating to any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xvi) encumbrances or restrictions existing under the ▇▇▇▇▇’▇ ▇▇ Facility, the Pac Re Facility or the IPC Facility or under any other Indebtedness permitted under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. 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 Equity Interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, except for such encumbrances or restrictions existing under agreements in effect on the Initial Borrowing Date (and any extensions, refinancings, renewals, amendments, modifications or replacements of such agreements that are not less favorable to the Lenders in any material respect than the agreements in effect on the Initial Borrowing Date) and encumbrances or restrictions existing by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary restrictions in leases, licenses and other contracts into the Senior Subordinated Note Documentsordinary course of business restricting the assignment, sublicensing or subletting thereof, (iv) customary provisions restricting subletting or assignment restrictions on the transfer of any lease governing a leasehold interest asset pending the close of the sale of such asset, (v) Liens permitted by Section 9.01 that limit the right of the Borrower or any Subsidiary of its Subsidiaries to transfer the Borrowerassets (including Equity Interests) subject to such Liens, (vvi) customary provisions restricting assignment restrictions existing with respect to any Person or the property or assets of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into Person acquired by the Borrower or any of its Subsidiaries in compliance with this Agreement and existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (vii) 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 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 Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (viii) the Permitted Revolving Credit Facility Documents, (ix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (vix) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable restrictions with respect to any Person, or the property or assets Subsidiary of any Person, other than the Person or the properties or assets acquired a Borrower and imposed pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any an agreement that has been entered into for the sale or disposition of capital stock 100% of the outstanding Equity Interests or all or substantially all of the assets of any Subsidiarysuch Subsidiary to the extent not prohibited by this Agreement, (xi) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that such encumbrances and restrictions relate only to the property or assets financed with such Indebtedness, (xii) any other customary provisions arising or agreed to in the ordinary course of business not relating to Indebtedness or Equity Interests that do not individually or in the aggregate (x) detract in any material respect from the value of the assets of the Borrower or any of its Subsidiaries or (y) otherwise impair the ability of the Borrower or any of its Subsidiaries to perform their obligations under the Credit Documents, (xiii) any restrictions set forth in any agreement governing any Specified Permitted Indebtedness so long as the restrictions set forth therein are only applicable to such Subsidiary or assets, as applicable, and not more restrictive in any such sale or disposition is made material respect than the corresponding provisions in compliance with Section 9.02the Credit Documents, and (ixxiv) restrictions on the transfer an agreement effecting a refinancing, replacement or substitution of any asset subject Indebtedness issued, assumed or incurred pursuant to a Lien permitted by Section 9.01(v), an agreement or instrument referred to in clause (vi) above, provided, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viivi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Credit Parties 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 (including without limitation any reduction of capital) on its capital stock equity interests or any other interest or participation in its profits owned by the Borrower such Credit Party or any Subsidiary of the Borrowersuch Credit Party, or pay any Indebtedness owed to the Borrower such Credit Party or any a Subsidiary of the Borrowersuch Credit Party, (b) make loans or advances to the Borrower such Credit Party or any Subsidiary of the Borrower such Credit Party's Subsidiaries or (c) transfer any of its properties or assets to the Borrower such Credit Party or any Subsidiary of the Borrowersuch Credit Party'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) any agreement in effect on the Senior Subordinated Note DocumentsEffective Date (as such agreement is in effect on the Effective Date), (iv) customary provisions restricting (A) subletting or assignment of any lease governing a leasehold interest of the Borrower or any a Subsidiary of the Borrowersuch Credit Party or (B) transfers of assets subject to Capitalized Lease Obligations of a Subsidiary of such Credit Party, (v) with respect to clause (c) above only, Permitted Liens and other customary restrictions contained in security agreements with respect to the transfer of collateral subject to such Permitted Liens, (vi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract contracts entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or the property or assets business that prohibit assignments of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, contract and (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions restriction on the transfer of any an asset subject pursuant to a Lien an agreement to sell such asset (but only in those cases where the sale of such asset is permitted by Section 9.01(v), (vi) or (vii7.2).

Limitation on Certain Restrictions on Subsidiaries. (a) The Borrower will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to to: (a1) pay dividends or make any other distributions on or in respect of its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Capital Stock; (b2) make loans or advances to the Borrower or any other Restricted Subsidiary of or to pay any Indebtedness or other obligation owed to the Borrower or any other Restricted Subsidiary; or (c3) transfer any of its properties property or assets to the Borrower or any Subsidiary of the Borrowerother Restricted Subsidiary, except in each case for such encumbrances or restrictions arising or existing under under, pursuant to, or by reason of any of the following: (i) applicable law, rule, regulation or order (including the requirements of any governmental license, permit or concession); (ii) this Agreement Agreement, the Loans and the other Credit Documents, Subsidiary Guaranties; (iii) in the Senior Subordinated Note Documentscase of clause (3) of paragraph (a) of this Section 9.08, (ivi) a lease, license or similar contract, which restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject thereto or the assignment or transfer of any such lease, license or other contract, (ii) mortgages, deeds of trust, pledges or other security agreements, the entry into which does not result in a Default, securing Indebtedness of the Borrower or a Restricted Subsidiary, which restricts the transfer of the property subject to such mortgages, deeds of trust, pledges or other security agreements, or (iii) customary provisions restricting subletting or assignment dispositions of real property interests set forth in any lease governing a leasehold interest reciprocal easements of the Borrower or any Subsidiary of the Borrower, Restricted Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (viiv) any instrument governing agreement relating to Acquired Indebtedness described in Section 9.04(ix)or acquired Capital Stock, which restriction is not applicable to any Person, or the property properties or assets of any Person, other than the Person or so acquired, the properties or assets acquired pursuant to any such Permitted Acquisition, or Capital Stock of the Person so acquired; (viiv) agreements existing on the Initial Borrowing Closing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Closing Date; (vi) the Credit Agreements or an agreement governing any other Indebtedness of the Borrower or any Restricted Subsidiary permitted to be incurred under this Agreement; provided that, (viii) with respect to any agreement for governing such other Indebtedness, the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable provisions relating to such Subsidiary encumbrance or assetsrestriction are not less favorable in any material respect, taken as applicablea whole, and any such sale or disposition is made than the provisions contained in compliance with Section 9.02, and the Credit Agreements as in effect on the Closing Date; (ixvii) restrictions on the transfer of any asset assets subject to a any Lien permitted under this Agreement imposed by the holder of such Lien; (viii) any agreement to, directly or indirectly, sell or otherwise dispose of assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale; (ix) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (i) purchase money obligations for property acquired in the ordinary course of business and (ii) Capitalized Lease Obligations permitted under this Agreement, in each case, which impose encumbrances or restrictions of the nature described in clause (3) of paragraph (a) of this Section 9.01(v9.08 on the property so acquired; (xi) any Purchase Money Loan or other Indebtedness or contractual requirement incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Borrower, are necessary to effect such Qualified Receivables Transaction; (xii) encumbrances pursuant to the subordination provisions of any Indebtedness permitted to be incurred pursuant to Section 9.04(b)(7); (xiii) Indebtedness of Foreign Subsidiaries permitted to be incurred under this Agreement; (xiv) loans or related agreements entered into in connection with the incurrence of industrial revenue or similar bonds permitted to be incurred under this Agreement; (xv) net worth provisions in leases and other agreements entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; and (xvi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (ii), (iv), (v), (vi) and (vii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Borrower in any material respect as determined by the Board of Directors of the Borrower in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (ii), (iv), (v), (vi) and (vii).

Limitation on Certain Restrictions on Subsidiaries. (a) The Borrower Borrowers will not, and will not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise other- wise cause or suffer to exist or become effective effective, except as set forth on Schedule XIII, any encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions dis- tributions on its capital stock or any other interest or participation in its profits owned by the Borrower Furniture Brands or any Restricted Subsidiary of the BorrowerFurniture Brands, or pay any Indebtedness owed to the Borrower Furniture Brands or any a Restricted Subsidiary of the BorrowerFurniture Brands, (by) make loans or advances to the Borrower Furniture Brands or any Subsidiary of the Borrower Furniture Brands's Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any Subsidiary of the BorrowerFurniture Brands, except for such encumbrances or restrictions existing exist- ing 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 Borrowers or any a Restricted Subsidiary of the BorrowerBorrowers, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower Borrowers or any Restricted Subsidiary of the Borrower Borrowers in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, business and (ixv) restrictions on the transfer Receivables Subsidiary set forth in the Receivables Documents. (b) Furniture Brands will not permit any of its Unrestricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)restriction whatsoever on the operations of Furniture Brands and/or its Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the Borrowerits 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 any leasehold interest of the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (viv) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or restrictions on the property or assets transfer of any Person, other than asset pending the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for close of the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, asset and (ixvi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v10.01(iii), (vi), (vii), (xiv), (xv), (xviii) or (viixix).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will notNo Credit Party shall, and will not nor shall it permit any of its Subsidiaries (other than any Unrestricted 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 (other than an Unrestricted Subsidiary) to (a) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and Indenture, the other Equity Documents and/or Indenture Documents or the Credit Agreement or any of the other Loan Documents, ; (iii) the Senior Subordinated Note Documents, customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (iv) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (v) any holder of a Lien permitted by Section 4.29 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 4.32 pending the consummation of such sale, (vii) contractual arrangements or covenants described on Schedule 4.31 to the Indenture and, in the case that such arrangements or covenants are in regards to Indebtedness, any Permitted Refinancing thereof (to the extent permitted under Section 4.30 hereof) and in the case of arrangements or covenants that do not involve Indebtedness, any agreement evidencing any renewal or extension thereof to the extent permitted hereunder, (viii) such restrictions that are binding on a Credit Party at the time such Credit Party first becomes a Subsidiary, so long as such contractual obligations were not entered into in contemplation of the acquisition whereby such Subsidiary was acquired and so long as such restrictions only apply to such Credit Party, (ix) are customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to such joint ventures, in each case, to the extent that such joint ventures are permitted hereunder, (x) are customary restrictions on leases, subleases, licenses, sublicenses, asset sale or similar agreements, including with respect to Intellectual Property and other similar agreements, in each case, to the extent leases, subleases, licenses, sublicenses, asset sale or similar agreements are permitted under this Indenture and so long as such restrictions relate solely to the assets subject thereto, (xi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the BorrowerCredit Party, (vxii) arise in connection with cash deposits or other deposits permitted under Section 4.29 to the extent that such restriction shall only be in regards to such deposit(s), (xiii) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vixiv) the obligations under 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date Hedge Contracts permitted hereunder solely to the extent and that such restriction is in regards to the manner cash collateral permitted to secure such agreements are in effect on the Initial Borrowing DateHedge Contract under Section 4.29(u) hereof, or (viiixv) arise under any agreement for or instrument relating to any Indebtedness permitted to be incurred subsequent to the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and Closing Date pursuant to Section 4.30 if the restrictions are only applicable not more restrictive than those set forth in this Indenture and do not otherwise impair the ability of the Credit Parties to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)perform their Obligations.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and nor 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of the Borrower, (by) make loans or advances to the Borrower or any Subsidiary of the Borrower or (cz) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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 any a Subsidiary of the Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (viv) any agreement or instrument governing Indebtedness described in Section 9.04(ix)Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, Person other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of such 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 10.05; provided that the restrictions applicable to such Permitted Acquisitionjoint venture are not made 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, (vii) agreements existing on the Initial Borrowing Date any restriction or encumbrance with respect to the extent assets subject to Liens permitted by Sections 10.03(iv), (x), (xi), (xii) and in the manner such agreements are in effect on the Initial Borrowing Date(xvi), (viii) any agreement for the sale or disposition of capital stock or assets of any SubsidiaryTerm Credit Documents, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on set forth in the transfer of any asset subject to a Lien permitted by Section 9.01(v), documents governing Existing Indebtedness and (vix) or restrictions in the documents governing Indebtedness incurred following the Amendment No. 3 Effective Date which are not materially more restrictive than the restrictions described in the foregoing clause (vii).

Limitation on Certain Restrictions on Subsidiaries. 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 Equity Interests or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (by) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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) in the Senior Subordinated Note Documentscase of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.11, other Indebtedness permitted pursuant to Section 9.05, (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 of any Subsidiary of the Borrower, and (vvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Each Credit Party 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 the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, or pay any Indebtedness owed to the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (b) make loans or advances to the Borrower any Credit Party or any Subsidiary of the Borrower their respective Subsidiaries or (c) transfer any of its properties or assets to the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, except for such encumbrances or restrictions existing under or under, by reason of or with respect to (i) applicable law, rule, regulation or administrative or court order, (ii) this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note DocumentsQualified Debt Documents with respect to Qualified Debt incurred under Sections 10.04(o), (q) and (r) so long as the respective restrictions in such Qualified Debt Documents are no more restrictive in any material respect than the comparable provisions under this Agreement, (iv) customary provisions restricting transfers, subletting or assignment of any property or asset that is a lease governing a any leasehold interest of the Borrower any Credit Party or any Subsidiary of the Borrower, their respective Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower any Credit Party or such Subsidiary any of their respective Subsidiaries is the licensee) or other contract entered into by the Borrower any Credit Party or any Subsidiary of the Borrower their respective Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(c), (f), (g), (n), (u) or (z), (viii) any agreement or instrument governing Indebtedness described in incurred under Section 9.04(ix10.04(g), which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such 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, (viiix) customary provisions in joint venture agreements existing on the Initial Borrowing Date and other similar agreements applicable to the extent joint ventures permitted hereunder and applicable solely to such joint venture and (x) restrictions or encumbrances restricting cash or other deposits or net worth imposed by customers under contracts entered into in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition ordinary course of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)business.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, (A) No Credit Party shall directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Debt owed to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any of its Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiary, except for such Subsidiary encumbrances or restrictions existing under or by reason of (i) applicable law; (ii) this Agreement, the other Loan Documents, or the JV Credit Agreement; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (iv) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.1 restricting the transfer of the property subject thereto; and (vi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.4 pending the consummation of such sale and (B) No Credit Party shall directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the JV Company to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness Debt owed to the Borrower or any Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, law and (ii) this Agreement and or 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 any Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Each Credit Party 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 the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, or pay any Indebtedness owed to the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (b) make loans or advances to the Borrower any Credit Party or any Subsidiary of the Borrower their respective Subsidiaries or (c) transfer any of its properties or assets to the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, except for such encumbrances or restrictions existing under or under, by reason of or with respect to (i) applicable law, rule, regulation or administrative or court order, (ii) this Agreement and the other Credit Documents, (iii) (A) the Senior Subordinated Note First Lien Debt Documents, (B) the Second Lien Notes Indenture and the other Second Lien Notes Documents, (C) the Refinancing Second Lien Notes Indenture and the other Refinancing Second Lien Notes Documents, the (D) New Notes Indenture and the other New Notes Documents, and the Refinancing New Notes Indenture and the other Refinancing New Notes Documents, and (E) the Qualified Debt Documents with respect to Qualified Debt incurred under Sections 10.04(o), (q) and (r) so long as the respective restrictions in such Qualified Debt Documents are no more restrictive in any material respect than the comparable provisions under this Agreement, (iv) customary provisions restricting transfers, subletting or assignment of any property or asset that is a lease governing a any leasehold interest of the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower any Credit Party or such Subsidiary any of their respective Subsidiaries is the licensee) or other contract entered into by the Borrower any Credit Party or any Subsidiary of the Borrower their respective Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(c), (f), (g), (n), (u) or (z), (viii) any agreement or instrument governing Indebtedness described in incurred under Section 9.04(ix10.04(g), which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such 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, (viiix) customary provisions in joint venture agreements existing on and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) restrictions or encumbrances restricting cash or other deposits or net worth imposed by customers under contracts entered into in the Initial Borrowing Date ordinary course of business and (xi) the Partnership Agreement, so long as such restrictions apply only to the extent and in MLP, Subsidiaries of the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicableMLP, and any such sale or disposition is made in compliance with Section 9.02, the Equity Interests of MLP and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the 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 Documentscustomary non-assignment, (iv) customary provisions restricting subletting or assignment restriction on transfer or net worth provisions of any contract, license or lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (viiv) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (viiv) agreements existing on the Initial Borrowing Effective Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Effective Date, (viiivi) any agreement for the sale or disposition of capital stock or assets of any SubsidiarySubsidiary of the Borrower, provided that such encumbrances and -------- restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ixvii) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v)9.01 and (viii) after the issuance thereof, (vi) or (vii)the Permitted Designated Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. 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 Equity Interests or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (by) make loans or advances to the Borrower or any Subsidiary of the Borrower its Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrowerits 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) in the Senior Subordinated Note Documentscase of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) in the case of foregoing clause (x) of this Section 9.10, restrictions or conditions imposed by any agreement relating to Permitted Securitizations if such restrictions or conditions apply only to the Receivables and the Related Assets that are the subject of the Permitted Securitization, (vi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of the Borrower, and (vvii) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any Subsidiary of the Borrower its Subsidiaries in the ordinary course of business, (vi) 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 Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower 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 (other than a Foreign Subsidiary) to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its 122 profits owned by the Borrower or any Subsidiary of the Borrowerother Subsidiary, or pay any Indebtedness owed to the Borrower or any other Subsidiary of (except such restrictions as are approved in writing and in advance by the BorrowerAdministrative Agent), (b) make loans or advances to the Borrower or any Subsidiary of the Borrower Borrower's other Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower'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 Loan Documents, ; (iii) the Qualified Senior Subordinated Note Documents, ; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, other Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any other Subsidiary of the Borrower in the ordinary course of business, ; (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or the property or assets holder of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v)6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Closing Date in accordance with the provisions of this Agreement, the Prior Credit Agreement or the Original Credit Agreement; (viviii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such sale; (ix) any agreement in effect at the time such Subsidiary is a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; or (vii)x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such Person's organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Borrower or any Subsidiary of any Borrower to (ai) pay dividends or make any other distributions on its capital stock Capital Stock or pay, prepay or subordinate Indebtedness or other obligation owed to Company or any of its other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the BorrowerSubsidiaries, (bii) make any loans or advances to the Borrower Company or any Subsidiary of the Borrower its other Subsidiaries, or (ciii) transfer any of its properties property or assets to the Borrower Company or any of its Subsidiaries, except: (a) any encumbrance or restriction pursuant to this Agreement or pursuant to an agreement in effect at or entered into on the Effective Date and reflected on Schedule 8.12(a) hereto; (b) any encumbrance or restriction with respect to a Subsidiary of Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the Borrowerdate on which such Subsidiary became a Subsidiary of Company or was acquired by Company (other than Indebtedness issued as consideration in, except for or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such encumbrances Subsidiary became a Subsidiary or restrictions existing under was acquired by Company) and outstanding on such date; (c) any such encumbrance or by reason restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or pursuant to any Ordinary Course Agreements or the VESI Support Agreements; and (id) applicable law, (ii) this Agreement and in the other Credit Documents, case of clause (iii) the Senior Subordinated Note Documentsabove, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) Permitted Liens or other contract entered into by the Borrower or any Subsidiary of the Borrower restrictions contained in the ordinary course of business, (vi) any instrument governing security agreements securing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vii) agreements existing on the Initial Borrowing Date permitted hereby to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on restrict the transfer of any asset the property subject to a Lien permitted by Section 9.01(v), (vi) or (vii)such security agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Each Credit Party 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 the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, or pay any Indebtedness owed to the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (b) make loans or advances to the Borrower any Credit Party or any Subsidiary of the Borrower their respective Subsidiaries or (c) transfer any of its properties or assets to the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, except for such encumbrances or restrictions existing under or under, by reason of or with respect to (i) applicable law, rule, regulation or administrative or court order, (ii) this Agreement and the other Credit Documents, (iiiiii)(A) the Senior Subordinated Note First Lien Debt Documents, (B) the Second Lien Notes Indenture and the other Second Lien Notes Documents, (C) the Refinancing Second Lien Notes Indenture and the other Refinancing Second Lien Notes Documents, the (D) New Notes Indenture and the other New Notes Documents, and the Refinancing New Notes Indenture and the other Refinancing New Notes Documents, and (E) the Qualified Debt Documents with respect to Qualified Debt incurred under Sections 10.04(o), (q) and (r) so long as the respective restrictions in such Qualified Debt Documents are no more restrictive in any material respect than the comparable provisions under this Agreement, (iv) customary provisions restricting transfers, subletting or assignment of any property or asset that is a lease governing a any leasehold interest of the Borrower any Credit Party or any Subsidiary of the Borrowertheir respective Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower any Credit Party or such Subsidiary any of their respective Subsidiaries is the licensee) or other contract entered into by the Borrower any Credit Party or any Subsidiary of the Borrower their respective Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01(c), (f), (g), (n), (u) or (z), (viii) any agreement or instrument governing Indebtedness described in incurred under Section 9.04(ix10.04(g), which encumbrance or restriction is not applicable to any Person, Person or the property properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to any such 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, (viiix) customary provisions in joint venture agreements existing on and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) restrictions or encumbrances restricting cash or other deposits or net worth imposed by customers under contracts entered into in the Initial Borrowing Date ordinary course of business and (xi) the Partnership Agreement, so long as such restrictions apply only to the extent and in MLP, Subsidiaries of the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicableMLP, and any such sale or disposition is made in compliance with Section 9.02, the Equity Interests of MLP and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. 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 the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of 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 Debt Agreements, Senior Subordinated Note DocumentsDocuments and Additional Subordinated Debt (if any), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any a Subsidiary of the Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower or any a Subsidiary of the Borrower in the ordinary course of business, (vi) any instrument governing Indebtedness described in Section 9.04(ix), which restriction is not applicable to any Person, or holder of a Permitted Lien may restrict the property transfer of the asset or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, subject thereto and (vii) agreements existing on any Indebtedness incurred after the Initial Borrowing Effective Date to in accordance with the extent and provisions of this Agreement may contain restrictions which are not more restrictive than those contained in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 9.02, and (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(v), (vi) or (vii)this Agreement.