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

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material Subsidiaries, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, or (c) transfer any of its property to the Company or any of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases governing leasehold interests of the Company or any of its Subsidiaries and customary provisions restricting assignment of any agreement or license entered into by the Company or any Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 security agreements.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any other Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other SubsidiariesSubsidiary, (b) make any loans or advances to the Company Borrower or any Subsidiary of its other Material Subsidiaries, Borrower or (c) transfer any of its property properties to the Company Borrower or any Subsidiary of its other Material SubsidiariesBorrower, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any leases Lease governing a leasehold interests interest of the Company Borrower or any Subsidiary of its Subsidiaries and Borrower; (v) customary provisions restricting assignment of any agreement or license (including any Investment permitted hereunder) entered into by the Company Borrower or any Subsidiary of Borrower in the ordinary course of business and customary restrictions in sales agreements pending business; (vi) the closing right of the applicable sale; (iv) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related Lien permitted by Section 6.02 to Indebtedness permitted hereby to the extent such restrictions restrict the transfer of the property 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 Closing Date in accordance with the provisions of this Agreement; (viii) 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 security agreementssale; (ix) 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 and such agreement does not affect any other Company; or (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. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable Legal Requirements; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting placing a lien on or subletting, or sublicensing, or assignment of any leases lease or license governing a license or leasehold interests of the Company or any of its Subsidiaries and interest; (iv) customary provisions restricting assignment of any agreement or license entered into in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the Company transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any (1) software license or (2) agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (xi) 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 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; (xii) restrictions contained in Indebtedness permitted pursuant to Sections 6.01(c), (f), (o) and (v), in each case, to the extent no more restrictive to Borrower and its Subsidiaries than the covenants contained in this Agreement; provided that any such restriction imposed by Subordinated Indebtedness permitted pursuant to Section 6.01(o) shall be less restrictive than those in this Agreement in a manner consistent with customary restrictions in senior and subordinated debt instruments or (xiii) 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 (vii) or (xii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Subordinated Note Documents; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict by Section 6.02 restricting 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 Closing Date in accordance with the provisions of this Agreement; (viii) 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 becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; (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 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; or (xi) 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 (i) through (x) above; provided that such amendments or refinancings are, in the good faith judgment of Holdings' Board of Directors, no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary, or pay any Indebtedness or other Obligation owed to Holdings or a Subsidiary except to the Company or any of its other Subsidiariesextent such Indebtedness is expressly subordinated to the Loans, (b) make any loans or advances to the Company Holdings or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Holdings or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of Permitted Additional Notes; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and business; (vi) any Lien permitted by Section 6.02 restricting the transfer or encumbrance of the property subject thereto; (vii) customary restrictions and conditions contained in sales agreements any agreement relating to any transaction permitted under Section 6.05 or the sale of any property permitted under Section 6.06 pending the closing consummation of the applicable such transaction or sale; ; (ivviii) any encumbrance agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in connection with or restriction existing solely as in contemplation of such person becoming a result Subsidiary of a requirement Holdings; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of Law; and (v) 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 business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) any encumbrances or restrictions imposed by any amendments or Refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (ii), (iii), (vi), (viii) or (xi) above; provided that such amendments or Refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or Refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Subordinated Note Documents as in effect on the Initial Funding Date; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) 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 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; (x) restrictions included in the Receivables Purchase Agreement or (xi) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the 2016 Convertible Notes; (iv) the Specified Unsecured Indebtedness; (v) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (vi) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvii) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict by Section 6.02 restricting the transfer of the property subject thereto; (viii) 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; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Borrower; (x) without affecting the Loan Parties’ obligations under Section 5.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person; (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (xiii) in the case of any joint venture which is not a Loan Party, 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; (xiv) any customary restrictions imposed by any document or instrument evidencing, governing or securing any Indebtedness permitted by Section 6.01(f) or (k) reasonably believed by Borrower to be necessary in connection with the incurrence thereof; (xv) 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 (iii) or (ix) above; provided, that, such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing; (xvi) the South Africa Transactions; and (xvii) any restrictions in Entity 1’s Organizational Documents to the extent necessary or desirable to consummate any issuance of Equity Interests permitted pursuant to Section 6.12.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of [intentionally omitted]; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii), (iv) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the First Lien Credit Agreement; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties' obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any the Canadian Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Canadian Borrower or any Subsidiary of the Canadian Borrower, or pay any Indebtedness or other Obligation owed to the Company Canadian Borrower or any a Subsidiary of its other Subsidiariesthe Canadian Borrower, (b) make any loans or advances to the Company Canadian Borrower or any Subsidiary of its other Material Subsidiaries, the Canadian Borrower or (c) transfer any of its property properties to the Company Canadian Borrower or any Subsidiary of its other Material Subsidiariesthe Canadian Borrower, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to applicable Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of Note Documents and the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth Term Loan Documents or other Material Indebtedness; provided that in the charter documents case of any Receivable Subsidiary) or an agreement such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in effect at or entered into the Term Loan Documents in existence on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Date; (iiiv) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Company; (v) customary provisions restricting assignment of any agreement or license entered into by a Subsidiary of the Company Canadian 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 Subsidiary of the Canadian Borrower becomes a Subsidiary of the Canadian Borrower, so long as such agreement was not entered into in connection with or any in contemplation of such person becoming a Subsidiary of the Canadian 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 and customary restrictions (or in sales agreements pending connection with the closing formation of the applicable sale; such partnership, joint venture, limited liability company or similar person) that (ivA) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 security 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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents of the 182 contracts, instruments or obligations referred to in clauses (iii), (viii) or (xi) 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.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance the 2004 Convertible Notes or restriction consisting of the 2010 Convertible Notes; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in the case of any joint venture which is not a Loan Party, 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; (xiii) any customary restrictions imposed by any document or instrument evidencing, governing or securing any Indebtedness permitted by Section 6.01(f) or (k) reasonably believed by Borrower to be necessary in connection with the incurrence thereof; (xiv) 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 (iii) or (viii) above and (xv) any encumbrances or restrictions imposed by the Cash Confirmation; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by U.S. Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company U.S. Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company U.S. Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company U.S. Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable law; (ii) this Agreement and the other Loan Documents, ; (iii) the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement Subordinated Note Documents as in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Date; (iiiv) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 applicable to such security Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of U.S. Borrower; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sales and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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; (xiii) 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 (iii), (viii) or (xi) 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; or (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; PROVIDED that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of U.S. Borrower, materially impair either Borrower's ability to make payment on the Obligations when due.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material Subsidiaries, to create Create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any Borrower or any Material Subsidiary of any Borrower to (ai) pay dividends Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesCompany, (bii) make any loans or advances to the any Company or any of its other Material Subsidiaries, or (ciii) transfer any of its property properties to the Company any Company, except for such encumbrances, restrictions or any of its other Material Subsidiaries, exceptconditions existing under or by reason of: (ia) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transactionapplicable Legal Requirements; (iib) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateLoan Documents; (iiic) the Term Loan Credit Agreement and related documents, any such encumbrance agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or restriction consisting of any other secured Indebtedness permitted by Section 6.01; (d) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (e) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable salebusiness; (ivf) customary restrictions and conditions contained in any agreement relating to the sale of 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 is permitted hereunder; (g) any encumbrance agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or restriction existing solely as in contemplation of such person becoming a result Subsidiary of a requirement of Law; andBorrower; (vh) Permitted Liens or other restrictions contained customary provisions in security partnership agreements, limited liability company agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby to the extent such restrictions similar agreements that restrict the transfer of ownership interests in such person; (i) customary restrictions in a joint venture’s Organizational Documents or pursuant to any joint venture agreement or similar agreement solely to the extent of the Equity Interests of or property held in the subject joint venture; (j) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (k) any agreement relating to a Lien permitted by Section 6.02 restricting the transfer of property subject thereto; or (l) 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 (c) through (g) above; provided, that such amendments or refinancings are permitted hereunder or are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or other Loan Documents; (iii) prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummateClosing Date, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Existing Notes, (iv) the CompanyABL Facility Documents (and any Permitted Refinancing thereof); (v) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (vi) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvii) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict by Section 6.02 restricting the transfer of the property subject thereto; (viii) restrictions contained in any documents governing any Indebtedness incurred after the Effective Date, which is expressly permitted to be incurred under this Agreement which are not more restrictive in any material respect than those contained in the ABL Facility Documents (and any Permitted Refinancing thereof); (ix) 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; (x) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (xi) without affecting the Loan Parties’ obligations under Section 5.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (xii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xiii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xiv) 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 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; (xv) agreements governing any Incremental Equivalent Debt (and any Permitted Refinancing thereof); (xvi) agreements governing any Refinancing Equivalent Debt (and any Permitted Refinancing thereof) or (xvii) 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 this Section 6.11; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any Subsidiary of the Company, or pay any Indebtedness or other Obligation owed to the Company or any a Subsidiary of its other Subsidiariesthe Company, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, the Company's Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any a Subsidiary of its Subsidiaries and the Company, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company or any a Subsidiary of the Company in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and business, (v) Permitted Liens or other in the case of the Company and Superior Telecommunications, the Brownwood Lease, (vi) the restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby the Essex Funding Agreement, the Essex Capital Lease Facility and the Essex Canadian Facility, each as in effect as of the date hereof and any refinancing thereof so long as the terms and conditions of any such refinancings are no more adverse in any material respect to the extent such restrictions restrict Company or the Lenders than with respect to the Indebtedness being so refinanced, (vii) customary provisions restricting the transfer of the property or by those assets pursuant to, and subject to other Liens permitted under Section 8.03(h), (i), (j), (k) or (l) of this Exhibit E and (viii) restrictions or encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such security agreementsIndebtedness, provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided, further, such restrictions or encumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by any Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company a Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company any Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company any Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 6.02 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 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of a Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) 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 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 (xii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Restricted Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests owned by Borrower or any Restricted Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Restricted Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Restricted Subsidiary or (c) transfer any of its property properties to the Company Borrower or any of its other Material SubsidiariesRestricted Subsidiary, except: except for such encumbrances or restrictions existing under or by reason of: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) this Agreement and the other Loan Documents; (iii) the Indenture as in effect on the date hereof (or as amended as permitted under Section 6.09) or related documents (or any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any refinancing or replacement of Indebtedness issued by such Subsidiary on or prior to outstanding under the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company Indenture that is permitted hereunder); (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Companyiv) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and a Restricted Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company Borrower or any Restricted Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 6.05 pending the consummation of such sale; (viii) any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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; (xiii) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (xiv) encumbrances, restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 to the extent such restrictions or conditions are on market terms as determined in good faith by the Board of Directors of Borrower and do not restrict or prohibit compliance by the Companies with their respective obligations under the Loan Documents; or (xv) 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 (iii), (iv), (viii), (xi), (xii) and (xiv) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization ; (including limitations set forth in the charter documents of any Receivable Subsidiaryiv) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material Subsidiaries, to Directly or indirectly create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests 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 or other Obligation owed to the Company Borrower or any a Subsidiary of its other Subsidiariesthe Borrower, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its property properties to the Company Borrower or any of its other Material the Borrower's Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) the Notes Documents or any Indebtedness incurred pursuant to Section 6.01(l) containing such encumbrance encumbrances or restriction consisting of restrictions not more restrictive in any material respect than those contained in the Notes Documents; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company Borrower or any a Subsidiary of the Borrower in the ordinary course of business and customary business; (vi) restrictions in sales agreements pending imposed by the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions by Section 6.02 which restrict the transfer of the property asset or assets subject to such security agreementsthereto; and (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by U.S. Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company U.S. Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company U.S. Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company U.S. Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance the Senior Subordinated Note Documents as in effect on the Original Closing Date or restriction consisting of the New Senior Subordinated Note Documents as in effect on the Second Amendment Effectiveness Date; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 applicable to such security Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of U.S. Borrower; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sales and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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; (xiii) 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 (iii), (viii) or (xi) 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; or (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of U.S. Borrower, materially impair either Borrower’s ability to make payment on the Obligations when due.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Subordinated Loan Documents; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii), (iv) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any Borrower or any Material Subsidiary of any the Borrower to (ai) pay dividends make Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Credit Party or pay any Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesCredit Party, (bii) make any loans or advances to the Company or any of its other Material Subsidiaries, Credit Party or (ciii) transfer any of its property properties to the Company any Credit Party, except for such encumbrances, restrictions or any of its other Material Subsidiaries, exceptconditions existing under or by reason of: (ia) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transactionapplicable mandatory Legal Requirements; (iib) any encumbrance or restriction with respect to a Subsidiary this Agreement and the other Credit Documents; (c) the Other Loan Agreements; (d) Indebtedness of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary Subsidiaries of the Company or was acquired by the Company Holdings (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateCredit Parties); (iiie) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and Subsidiaries; (f) customary provisions restricting assignment of any agreement or license entered into by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable salebusiness; (ivg) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of 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 other disposition is permitted hereunder; (h) any encumbrance encumbrances, restrictions or restriction existing solely as a result conditions imposed by any amendments that are otherwise permitted by the Credit Documents of a requirement of Lawthe contracts, instruments or obligations referred to in clause (d) above; andprovided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment; or (vi) Permitted Liens or other restrictions contained any agreement in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby to effect at the extent such restrictions restrict the transfer time a person becomes a Subsidiary of the property subject Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower and such restriction does not apply to any Credit Party other than such security agreementsSubsidiary.

Limitation on Certain Restrictions on Subsidiaries. No Borrower Holdings will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interests Interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any or repay loans or advances to the Company or any of its other Material Subsidiaries, or (c) transfer any of its property properties or assets to the Company or any of its other Material SubsidiariesSubsidiaries or (d) grant Liens on its assets (including Equity Interests) to the Collateral Agent, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) the Senior Secured Notes Documents, (iv) the Existing Senior Subordinated Notes Documents or any such encumbrance or restriction consisting of Additional Senior Subordinated Note Documents, (v) customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (vi) customary provisions restricting assignment of any licensing agreement or license entered into by (in which the Company or any Subsidiary of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the ordinary course of business business, (vii) 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 Sections 10.01(c), (f), (g), (n) and customary (x), (ix) restrictions in sales agreements pending any agreement or instrument governing the closing terms of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby under Section 10.04(g), but only to the extent such restrictions restrict are imposed only on the transfer Person who becomes a Subsidiary concurrently with the incurrence of such Indebtedness, (x) 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 subject to or assets securing such security agreementsIndebtedness and (3) customary provisions in leases restricting the assignment thereof.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Restricted Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Restricted Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Restricted Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Restricted Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Restricted Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Restricted Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 6.02 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 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Restricted Subsidiary 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; (viii) without affecting the Borrower or any Restricted Subsidiary’s obligations under Section 5.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; or (xi) 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 clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Borrowers or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrowers or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrowers or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrowers or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Senior NotesNote Documents, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement as in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Date; (iiiv) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of the Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrowers; (ix) without affecting the Loan Parties' obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiary to, to create directly or otherwise cause indirectly, enter into, incur or permit to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance condition upon (a) the ability of the Company or restriction on any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests or pay with respect to any Indebtedness or other Obligation owed to the Company or any shares of its other Subsidiaries, (b) capital stock or to make any or repay loans or advances to the Company or any of its other Material Subsidiaries, or (c) transfer any of its property to the Company or any of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases governing leasehold interests guarantee Indebtedness of the Company or any of its Subsidiaries other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and customary provisions restricting assignment conditions imposed by law or by any Credit Document or Senior Subordinated Note Document, (ii) the foregoing shall not apply to restrictions and conditions imposed by any Existing Indebtedness Agreement or by reason of any agreement Permitted Receivables Transaction (but shall apply to any extension or license entered into by the Company renewal of, or any Subsidiary in amendment or modification expanding the ordinary course of business and scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in sales agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the closing of the applicable sale; Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any encumbrance agreement relating to secured Indebtedness permitted under Sections 8.04(e), 8.04(j), 8.04(1) or restriction existing solely as a result of a requirement of Law; and 8.04(n), in each case if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) 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 clause (a) of the property subject foregoing shall not apply to such security agreementscustomary provisions in leases and licensing agreements restricting the assignment thereof.". (h) Amendments to Section 8.15 (Limitation on the Creation of Subsidiaries). Section 8.15 of the Credit Agreement is amended by (i) inserting the following text immediately after the text "clause (1) of Section 8.02" in the first parenthetical in the proviso thereto: "or created or capitalized by investments in an aggregate amount at any time of up to $50,000,000 permitted by the provisions of clause (o) of Section 8.06"; and

Limitation on Certain Restrictions on Subsidiaries. No Borrower Each Credit Party will nor not, and will not permit any of its Material Subsidiariestheir respective Subsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interests Interest or participation in its profits owned by any Credit Party or any of their respective Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company any Credit Party or any of its other their respective Subsidiaries, (b) make any loans or advances to the Company any Credit Party or any of its other Material Subsidiaries, their respective Subsidiaries or (c) transfer any of its property properties or assets to the Company any Credit Party or any of its other Material their respective Subsidiaries, except: except for such encumbrances or restrictions existing under, by reason of or with respect to (i) any encumbrance applicable law, rule, regulation or restriction pursuant to administrative or court order, (ii) this Agreement and the Loan other Credit Documents, (iii) (A) the Senior NotesSecured Notes Indenture and the other Secured Notes Documents, any documents evidencing Permitted (B) the Refinancing Indebtedness Notes Indenture and the other Refinancing Notes Documents and (C) the Qualified Debt Documents with respect to any of Qualified Debt incurred under Sections 10.04(o), (p), (q) and (v) so long as the foregoing, any Permitted Accounts Receivable Securitization respective restrictions in such Qualified Debt Documents are customary for similar financings (including limitations set forth as determined in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired good faith by the Company) and outstanding on such date; or are no more restrictive in any material respect than the comparable provisions under this Agreement, (iiiiv) any such encumbrance or restriction consisting of customary provisions restricting transfers, subletting or assignment of any leases property or asset that is a lease governing any leasehold interests interest of the Company any Credit Party or any of its Subsidiaries and their respective Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which any Credit Party or license any of their respective Subsidiaries is the licensee) or other contract entered into by the Company any Credit Party or any Subsidiary of 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 incurred under Section 10.04(g), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (ix) customary provisions in joint venture agreements 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 ordinary course of business and customary (xi) the Partnership Agreement, so long as such restrictions in sales agreements pending apply only to the closing Company, Subsidiaries of the applicable sale; (iv) any encumbrance or restriction existing solely as a result Company, and the Equity Interests of a requirement of Law; and (v) 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 security agreementsCompany and its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inthis Agreement, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 Lender 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 security agreementsencumbrances 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 Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, the Five-Year Unsecured Revolving Credit and Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, (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 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 this Agreement as determined in the good faith judgment of the board of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material Subsidiaries, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (ai) pay dividends or make any other distributions on its Equity Interests Capital Stock to Company or any of its other Subsidiaries or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (bii) make any loans or advances to the Company or any of its other Material Subsidiaries, or (ciii) transfer any of its property to the Company or any of its other Material Subsidiaries, except: (ia) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization Securitization, any agreement evidencing Indebtedness permitted pursuant to Sections 8.2(d)(i) and (including limitations o) (in each case, so long as such restrictions are no more restrictive in any material respect than those set forth in the charter documents Senior Notes), any agreement evidencing Indebtedness of any Receivable Subsidiary) Subsidiary acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in 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 Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, or an agreement in effect at or entered into on the Closing Restatement Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction8.14(a) hereto; (iib) any encumbrance or restriction with respect to a Subsidiary of the 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), in each case, issued (with respect to Indebtedness) or existing (with respect to agreements regarding Capital Stock or governance provisions) on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the 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 the Company) and outstanding on such date; (iiic) any such encumbrance or restriction consisting of customary provisions restricting subletting (i) contained in any license or assignment other contract governing intellectual property rights of any leases governing leasehold interests of the Company or any of its Subsidiaries and customary provisions restricting or conditioning the sublicensing or assignment thereof, (ii) restricting subletting, assignment or other transfers of any agreement leases, licenses, joint venture agreements and other similar agreements or license any equity interests in any joint ventures, (iii) contained in leases and other agreements entered into by the Company or any Subsidiary in the ordinary course of business and customary business, or (iv) contained in any agreement relating to the sale, transfer or other disposition or any agreement to transfer or option or right with respect to a Subsidiary or any property or assets pending such sale or other disposition, provided such encumbrances or restrictions in sales agreements pending the closing of the applicable saleapply only to such Subsidiary, property or assets; (ivd) any encumbrance or restriction existing solely as a result of a requirement Requirement of Law; and; (ve) 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 agreementsagreements or Capitalized Lease and other agreements evidencing Indebtedness permitted by Section 8.2(f) that impose restrictions on the property so acquired or the subject thereof; and (f) encumbrances or other restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (c), and clause (e) 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.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any Borrower or any Material Restricted Subsidiary of any Borrower to (ai) pay dividends Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesCompany, (bii) make any loans or advances to the any Company or any of its other Material Subsidiaries, or (ciii) transfer any of its property properties to the Company any Company, except for such encumbrances, restrictions or any of its other Material Subsidiaries, exceptconditions existing under or by reason of: (ia) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transactionapplicable mandatory Legal Requirements; (iib) any encumbrance or restriction with respect to a Subsidiary of (x) this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to other Loan Documents and (y) the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateSenior Note Documents; (iiic) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (d) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable salebusiness; (ive) customary restrictions and conditions contained in any agreement relating to the sale of 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 is permitted hereunder; (f) any encumbrance agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or restriction existing solely as in contemplation of such person becoming a result Subsidiary of a requirement of LawBorrower; andor (vg) Permitted Liens any encumbrances or other restrictions contained in security agreements imposed by any amendments or Capitalized Leases securing or refinancings that are otherwise related to Indebtedness permitted hereby to by the extent such restrictions restrict the transfer Loan Documents of the property subject contracts, instruments or obligations referred to in clause (f) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any other Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other SubsidiariesSubsidiary (except (i) solely with respect to restrictions on General Cable Spain's ability to pay or make dividends as may be set forth in the European Term Loan Documents and (ii) such other restrictions as are approved in writing and in advance by the Administrative Agent), (b) make any loans or advances to the Company Borrower or any of its Borrower's other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties to the Company Borrower or any of its Borrower's other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Qualified Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and other Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company Borrower or any other Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions by Section 6.02 may restrict the transfer of the property 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 Closing Date in accordance with the provisions of this Agreement; (viii) 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 security agreementssale; (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 (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. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends Dividends or make any other distributions Distributions on its Equity Interests Capital Stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except; except for: (i) any encumbrance non-contractual encumbrances or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV restrictions arising out of a Timberland Installment Note Transactionunder applicable law; (ii) encumbrances and restrictions existing under this Agreement and the other Senior Note Documents; (iii) encumbrances and restrictions existing under the Credit Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any Leasehold interest of the Company or any of its Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business; (vi) customary restrictions on the transfer of any asset pending the close of the sale of such asset (provided such transfer is otherwise permitted under the Senior Note Documents without consent of the Holders); (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(iii), (vi), (vii), (xiv), (xv) or (xvi) (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 relating to any Indebtedness issued by such Subsidiary on which has been entered into for the sale or prior to the date on which such Subsidiary became a Subsidiary disposition of all or substantially all of the Company Capital Stock or was acquired by the Company (other than Indebtedness issued assets of such Subsidiary, so long as consideration in, such sale or to provide all or any portion disposition is permitted under this Agreement without consent of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateHolders; (iiixi) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases governing leasehold interests of the Company or any of its Subsidiaries and customary provisions restricting assignment of any agreement or license entered into by the Company or any Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result favor of a requirement Person who is not an Affiliate of Lawa 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 (vxii) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related customary provisions applicable to Indebtedness permitted hereby Non-Wholly-Owned Subsidiaries, to the extent requiring that Dividends by such restrictions restrict the transfer Persons be undertaken ratably, in accordance with ownership of the property subject to such security agreementsCapital Stock therein.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Borrowers or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrowers or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrowers or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrowers or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Senior NotesNote Documents, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement as in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Date; (iiiv) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of the Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrowers; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will Credit Party shall, nor will shall it permit any of its Material SubsidiariesSubsidiaries (other than any Excluded Subsidiary) to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower (other than an Excluded Subsidiary) to (a) pay dividends or make any other distributions on its Equity Interests or pay any Indebtedness other interest or other Obligation owed to participation in its profits owned by the Company Borrower or any of its other Subsidiaries, or pay any Debt owed to the Borrower or any Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law; (ii) this Agreement, the Company other Loan Documents or the Indenture or any of its the other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Indenture Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; ; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests of the Company or any of its Subsidiaries and interest; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 6.1 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 6.4 pending the consummation of such sale, (vii) 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, (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 security 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 Agreement 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 any Credit Party, (xii) arise 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), (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) the obligations under any Hedge Contracts permitted hereunder solely to the extent that such restriction is in regards to the cash collateral permitted to secure such Hedge Contract under Section 6.1(u) hereof, or (xv) arise under any agreement or instrument relating to any Debt permitted to be incurred subsequent to the Closing Date pursuant to Section 6.2 if the restrictions are not more restrictive than those set forth in this Agreement and do not otherwise impair the ability of the Credit Parties to perform their obligations under this Agreement.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance the Senior Subordinated Note Documents as in effect on February 12, 2004 or restriction consisting of the New Senior Subordinated Note Documents as in effect on August 27, 2004; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 applicable to such security Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sales and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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; (xiii) 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 (iii), (viii) or (xi) 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; (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Borrower, materially impair the Borrower’s ability to make payment on the Obligations when due or (xv) the First Lien Loan Documents.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inthis Agreement, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 security agreementsencumbrances 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 Five-Year Secured Letter of Credit Facility and the other "Credit Documents" referred to (and defined) therein and (xiii) agreements and arrangements set forth on Schedule 6.12.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inthis Agreement, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 security agreementsencumbrances 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 Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, (xiii) agreements and arrangements set forth on Schedule 6.12 and (xiv) encumbrances or restrictions existing under the ▇▇▇▇▇’▇ ▇▇ Facility or the IPC Facilities or the Talbot Facility or under any other secured Indebtedness permitted under Sections 6.03 and 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 of the Company.

Limitation on Certain Restrictions on Subsidiaries. No Borrower Holdings will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests or any participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness or other Obligation owed to the Company Holdings or any a Subsidiary of its other SubsidiariesHoldings, (b) make any loans or advances to the Company Holdings or any of its other Material Subsidiaries, Holdings' Subsidiaries or (c) transfer any of its property properties or assets to the Company Holdings or any of its other Material Holdings' Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any a Subsidiary of its Subsidiaries and the Borrower, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company Borrower or any a Subsidiary of the Borrower in the ordinary course of business and customary business, (v) restrictions in sales agreements pending applicable to any Joint Venture that is a Subsidiary existing at the closing time of the applicable sale; (iv) any encumbrance or restriction existing solely acquisition thereof as a result of an Investment pursuant to Section 8.06(u) or a requirement of Law; and (v) Permitted Liens or other Acquisition effected in accordance with Section 8.02(q), PROVIDED that the restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby applicable to the extent such restrictions restrict respective Joint Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vi) the Rollover Senior Subordinated Note Documents, (vii) customary provisions restricting the transfer of the property assets subject to Liens permitted under Sections 8.03(k) and (m), (viii) any document or instrument evidencing Foreign Subsidiary Line of Credit so long as such security agreementsencumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness, and (ix) the transactions contemplated by the documents governing the Vendor Financing Program and/or the Alternate Vendor Financing Program.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary, or pay any Indebtedness or other Obligation owed to Holdings or a Subsidiary except to the Company or any of its other Subsidiariesextent such Indebtedness is expressly subordinated to the Loans, (b) make any loans or advances to the Company Holdings or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Holdings or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of Permitted Additional Notes; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and business; (vi) any Lien permitted by Section 6.02 restricting the transfer or encumbrance of the property subject thereto; (vii) customary restrictions and conditions contained in sales agreements any agreement relating to any transaction permitted under Section 6.05 or the sale of any property permitted under Section 6.06 pending the closing consummation of the applicable such transaction or sale; ; (ivviii) any encumbrance agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in connection with or restriction existing solely as in contemplation of such person becoming a result Subsidiary of a requirement Holdings; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of Law; and (v) 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 business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (iii), (vi), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 6.02 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 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) 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 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; (xii) 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 clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing; or (xiii) customary provisions in Indebtedness permitted pursuant to this Agreement but no more restrictive than the provisions in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any Borrower or any Material Subsidiary of any the Borrower to (ai) pay dividends Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Loan Party, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, AMERICAS 101798741 97 (a) applicable mandatory Legal Requirements; (b) make any loans or advances to this Agreement and the Company or any of its other Material Subsidiaries, or Loan Documents; (c) transfer any of its property to the Company or any of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note TransactionSinosure Facility Agreement; (iid) any encumbrance or restriction with respect to a Subsidiary Indebtedness of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary Subsidiaries of the Company or was acquired by the Company Holdings (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateLoan Parties); (iiie) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and Subsidiaries; (f) customary provisions restricting assignment of any agreement or license entered into by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable salebusiness; (ivg) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of 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 other disposition is permitted hereunder; (h) any encumbrance encumbrances, restrictions or restriction existing solely as a result conditions imposed by any amendments that are otherwise permitted by the Loan Documents of a requirement of Lawthe contracts, instruments or obligations referred to in clause (d) above; andprovided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment; or (vi) Permitted Liens or other restrictions contained any agreement in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby to effect at the extent such restrictions restrict the transfer time a person becomes a Subsidiary of the property subject Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower and such restriction does not apply to any Loan Party other than such security agreements.Subsidiary;

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material Subsidiaries, to Directly or indirectly create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Holdings or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Holdings or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Holdings or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 6.02 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 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Holdings; (viii) 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 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; (ix) any agreements evidencing Indebtedness incurred pursuant to Section 6.01(e) or (m); (x) any restrictions on transfer of any Mining Lease or other Lease set forth in such Mining Lease or other Lease; or (xi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the agreements referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing. Notwithstanding the foregoing, no restriction on assignment in any agreement to which such Company is a party shall be prohibited by this Section 6.12 if such restriction is imposed by any Requirement of Law or management of Borrower reasonably determines in good faith that eliminating such restriction would (i) have a material adverse effect on such agreement or on such Company's relationship with the party or parties to such agreement, (ii) require the payment of any money or the making by such Company of any material concession under such agreement in exchange for not including such restriction, or (iii) otherwise materially and adversely effect such Company; provided that, notwithstanding the foregoing or any other provision in the Loan Documents, (i) on or prior to the Post Closing Action Completion Date, no Company shall renew or replace any Lease, contract or other agreement that is not a Subsidiary Change of Control Agreement with a Lease, contract or other agreement that is a Subsidiary Change of Control Agreement, (ii) after the Post Closing Action Completion Date, no Company shall enter into any Subsidiary Change of Control Agreement unless, after giving effect thereto, the aggregate amount (in tons) of Coal reserves included in the Collateral is at least equal to the Minimum Secured Reserves and (iii) at any time, (x) no Company that is not a Land Company shall enter into a Subsidiary Change of Control Agreement and (y) no Company other than Holdings shall enter into a Borrower Change of Control Agreement (and by making Holdings the party thereto the provisions contained therein that make such agreement a "Borrower Change of Control Agreement" must no longer apply to Borrower) unless consented to in writing by each of the Lenders.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any other Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other SubsidiariesSubsidiary (except (i) solely with respect to restrictions on General Cable Spain’s ability to pay or make dividends as may be set forth in the European Term Loan Documents and (ii) such other restrictions as are approved in writing and in advance by the Administrative Agent), (b) make any loans or advances to the Company Borrower or any of its Borrower’s other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties to the Company Borrower or any of its Borrower’s other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Qualified Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and other Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company Borrower or any other Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions by Section 6.02 may restrict the transfer of the property 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 or the Prior Credit Agreement; (viii) 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 security agreementssale; (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 (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. No Borrower Holdings -------------------------------------------------- will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness or other Obligation owed to the Company Holdings or any a Subsidiary of its other SubsidiariesHoldings, (b) make any loans or advances to the Company Holdings or any of its other Material Subsidiaries, Holdings' Subsidiaries or (c) transfer any of its property properties or assets to the Company Holdings or any of its other Material Holdings' Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company U.S. Borrower or any a Subsidiary of its Subsidiaries and the U.S. Borrower, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company U.S. Borrower or any a Subsidiary of the U.S. Borrower in the ordinary course of business and customary business, (v) restrictions in sales agreements pending applicable to any Joint Venture that is a Subsidiary existing at the closing time of the applicable sale; (iv) any encumbrance or restriction existing solely acquisition thereof as a result of an Investment pursuant to Section 8.06(z) or a requirement of Law; and (v) Permitted Liens or other Acquisition effected in accordance with Section 8.02(s), provided that the -------- restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby applicable to the extent such restrictions restrict respective Joint Venture are not made worse, or more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vi) the Senior Subordinated Note Documents, (vii) customary provisions restricting the transfer of the property assets subject to Liens permitted under Sections 8.03(k), (m) and (o), (viii) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such security agreementsencumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness, (ix) the Accounts Receivable Facility Documents, and (x) the transactions contemplated by the documents governing the Vendor Financing Program.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to other Loan Documents and/or the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; First Lien Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 6.02 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 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) 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 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 (ix) 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 (iii) or (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any Borrower or any Material Restricted Subsidiary of any the Administrative Borrower to (ai) pay dividends Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Restricted Party, or pay any Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesRestricted Party, (bii) make any loans or advances to the Company or any of its other Material Subsidiaries, Restricted Party or (ciii) transfer any of its property properties to the Company any Restricted Party, except for such encumbrances, restrictions or any of its other Material Subsidiaries, exceptconditions existing under or by reason of: (ia) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transactionapplicable mandatory Legal Requirements; (iib) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateLoan Documents; (iiic) [reserved]; (d) Additional Permitted Unsecured Debt Documents and any such encumbrance or restriction consisting of Refinancing Notes Indenture; (e) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Restricted Party; (f) customary provisions restricting assignment of any agreement or license entered into by the Company or any Subsidiary a Restricted Party in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable salebusiness; (ivg) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of 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 other disposition is permitted hereunder; (h) any encumbrance encumbrances, restrictions or restriction existing solely as a result conditions imposed by any amendments that are otherwise permitted by the Loan Documents of a requirement of Lawthe contracts, instruments or obligations referred to in clause (d) above; andprovided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment; (vi) Permitted Liens any encumbrances, restrictions or other restrictions contained conditions set forth in security agreements or Capitalized Leases securing or otherwise related to any document evidencing Indebtedness permitted hereby to be incurred by an SPV Buyer (and Vessel Holding Person, as the case may be) pursuant to Section 6.01(q) so long as such encumbrances, restrictions or conditions only apply to the extent such restrictions restrict applicable SPV Buyer, and any Vessel Holding Person acquired by it; or (j) any agreement in effect at the transfer time a person becomes a Restricted Subsidiary of the property subject Administrative 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 Administrative Borrower and such restriction does not apply to any Restricted Party other than such security agreementsRestricted Subsidiary.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 7.03, (vii) 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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Indebtedness of the type described in clause (h) 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 payment of Unpaid Drawings and interest thereon, (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 security agreementsencumbrances and restrictions that 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, and (xii) restrictions contained in the Preferred Securities Documents.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any Subsidiary of the Company, or pay any Indebtedness or other Obligation owed to the Company or any a Subsidiary of its other Subsidiariesthe Company, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, the Company's Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any a Subsidiary of its Subsidiaries and the Company, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company or any a Subsidiary of the Company in the ordinary course of business business, (vi) in the case of DNE and customary restrictions its Subsidiaries, the Existing Indebtedness Agreements as modified by the consent contemplated under Section 5.19 OF THE AGREEMENT, and in sales agreements pending the closing case of Superior and the applicable sale; Company, the Brownwood, Texas lease (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby but only with respect to the extent property and assets subject to such restrictions restrict lease), (vii) customary provisions restricting the transfer of the property or by those assets pursuant to, and subject to other Liens permitted under Section 8.03(h), (i), (j), (k) or (l) and (viii) OF THIS EXHIBIT E restrictions or encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such security agreementsIndebtedness, PROVIDED that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, PROVIDED, FURTHER, such restrictions or encumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Restricted Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Restricted Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Restricted Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Restricted Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Restricted Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Restricted Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 5.2 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 5.6 pending the consummation of such sale; (vii) any agreement in effect at the time such Restricted Subsidiary 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; (viii) without affecting the Credit Parties’ obligations under Section 4.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Credit 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 (xii) 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 clause (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower Except in accordance with Section 6.07, the Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by any Loan Party or any of their respective Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company any Loan Party or any of its other their respective Subsidiaries, (b) make any loans or advances to the Company any Loan Party or any of its other Material Subsidiaries, their respective Subsidiaries or (c) transfer any of its property properties or assets to the Company any Loan Party or any of its other Material their respective Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inRelated Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company any Loan Party or any of its Subsidiaries and their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which any Loan Party or license any of their respective Subsidiaries is the licensee) or other contract (including leases) entered into by the Company any Loan Party or any Subsidiary of 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) restric­tions on the transfer of any asset subject to a Lien permitted by Section 6.03, (vii) 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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 (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 security agreementsencumbrances 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. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower the Company to (a) pay dividends or make any other distributions on its Equity Interests capital stock or pay any Indebtedness other interest or other Obligation owed to participation in its profits owned by the Company or any of its other Subsidiaries, or pay any Indebtedness owed to the Company or a Subsidiary, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Financing Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 7.02 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 7.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Company or Wyndcrest UK, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Company or Wyndcrest UK; (viii) without affecting the Issuers’ obligations under Section 6.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not an Issuer 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 (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Financing Documents or the agreements referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Subordinated Note Documents as in effect on the Initial Funding Date; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) 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 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; (x) restrictions included in the Receivables Purchase Agreement or (xi) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Parent Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Parent Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Parent Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Parent Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Second Lien Note Documents; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Parent Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Parent Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Restricted Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Restricted Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Restricted Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Restricted Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions that would not impair the ability of the Borrower and its other Material Subsidiaries, except: Subsidiaries to consummate the Transactions and that exist under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Subordinated Note Documents; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Restricted Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Restricted Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 6.05 pending the consummation of such sale; (viii) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary after the date hereof, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary; (ix) without affecting the Loan Parties’ obligations under Section 5.09, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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, such person’s Organizational Documents or its joint venture agreement or stockholders agreements solely to the extent affecting the Equity Interests of or property held in the subject joint venture; or (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Restricted Subsidiary of any the Parent Borrower 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 Parent Borrower or any Restricted Subsidiary of the Parent Borrower, or pay any Indebtedness or other Obligation owed to the Company Parent Borrower or any a Restricted Subsidiary of its other Subsidiariesthe Parent Borrower, (b) make any loans or advances to the Company Parent Borrower or any Restricted Subsidiary of its other Material Subsidiaries, the Parent Borrower or (c) transfer any of its property properties to the Company Parent Borrower or any Restricted Subsidiary of its other Material Subsidiariesthe Parent Borrower, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Applicable Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; 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 extent, in the good faith judgment of the Borrowers, such encumbrance or restriction consisting 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 leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Company; (v) customary provisions restricting assignment of any agreement or license entered into by a Restricted Subsidiary of the Company 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 any 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 and customary restrictions (or in sales agreements pending connection with the closing formation of the applicable sale; such partnership, joint venture, limited liability company or similar person) that (ivA) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 security 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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (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 in clauses (iii), (viii) or (xi) 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; (xiii) any restrictions on transfer of the Equity Interests in NKL or its direct parents, 4260848 Canada Inc., 4260856 Canada Inc., and 8018227 Canada Inc., imposed by any lock-up or listing agreement, rule or regulation in connection with any listing or offering of Equity Interests in NKL to the extent required by Applicable Law or listing or stock exchange requirements; or (xiv) customary credit event upon merger provisions in Hedging Agreements.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any The Original Guarantor shall not, and shall ensure that none of its Material Subsidiariessubsidiaries will, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) such subsidiary to: 23.21.1 pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Original Guarantor or any of its subsidiaries, or pay any Indebtedness or other Obligation owed to the Company Original Guarantor or any of its other Subsidiaries, (b) subsidiaries; 23.21.2 make any loans or advances to the Company Original Guarantor or any of its other Material Subsidiaries, or (c) subsidiaries; or 23.21.3 transfer any of its property properties or assets to the Company Original Guarantor or any of its other Material Subsidiariessubsidiaries, exceptexcept for such encumbrances or restrictions existing under or by reason of: (ia) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note TransactionApplicable Insurance Regulatory Authority; (iib) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateFinance Documents; (iiic) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company Original Guarantor or any of its Subsidiaries and subsidiaries; (d) customary provisions restricting assignment of any licensing agreement (in which the Original Guarantor or license any of its subsidiaries is the licensee) or other contract (including leases) entered into by the Company Original Guarantor or any Subsidiary of its subsidiaries in the ordinary course of business; (e) restrictions on the transfer of any asset 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 Clause 23.14 (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 and customary restrictions that restrict the transfer of ownership interests in sales agreements pending the closing of the applicable salesuch partnership, limited liability company, joint venture or similar person; (ivi) 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 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 encumbrance encumbrances or restriction existing solely 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 ▇▇▇ ▇▇▇▇ 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 Five-Year Secured Letter of Credit Facility, restrictions contained in the Three-Year Unsecured Letter of Credit Facility, restrictions contained in the Citi Facility, restrictions contained in the IPC Facilities, 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 result whole, than the comparable restrictions and conditions set forth in this Agreement, as determined in the good faith judgment of a requirement the board of Lawdirectors of the Original Guarantor; (m) agreements and arrangements listed in Schedule 12 (Existing Intercompany Agreements and Arrangements); and (vn) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing 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 otherwise related to Indebtedness permitted hereby to reinsurance arrangement entered into in the extent such restrictions restrict the transfer ordinary course of the property subject to such security agreementsbusiness.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Borrowers or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrowers or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrowers or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrowers or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Note Documents, as in effect on the Original Closing Date; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of the Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrowers; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clauses (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any Subsidiary of the Company, or pay any Indebtedness or other Obligation owed to the Company or any a Subsidiary of its other Subsidiariesthe Company, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, the Company's Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any a Subsidiary of its Subsidiaries and the Company, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company or any a Subsidiary of the Company in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and business, (v) Permitted Liens or other in the case of the Parent and Superior Telecommunications, the Brownwood Lease, (vi) the restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby the Essex Funding Agreement, the Essex Capital Lease Facility and the Essex Canadian Facility, each as in effect as of the date hereof and any refinancing thereof so long as the terms and conditions of any such refinancings are no more adverse in any material respect to the extent such restrictions restrict Company or the Lenders than with respect to the Indebtedness being so refinanced, (vii) customary provisions restricting the transfer of the property or by those assets pursuant to, and subject to other Liens permitted under Section 8.03(h), (i), (j), (k) or (l) and (viii) restrictions or encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such security agreementsIndebtedness, provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided, further, such restrictions or encumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any a Borrower (other than a Subsidiary of a Borrower that is a special purpose vehicle created in connection with the Re-Warehousing Business) to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by a Borrower, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiariesa Borrower, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, a Borrower or (c) transfer any of its property properties to the Company a Borrower, except for such encumbrances or any restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Transaction Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other customary restrictions and conditions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby any agreement relating to the extent sale of any property permitted under Section 6.06 pending the consummation of such restrictions sale; (vi) any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of a Borrower; (vii) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; or (viii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the property subject to such security agreementsordinary course of business.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesLoan Party, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Loan Party or (c) transfer any of its property properties to the Company any Loan Party, except for such encumbrances or any restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement Subordinated Note Documents as in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to or as amended in accordance with the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary terms of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company Subordination Agreement; (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Companyiv) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties' obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No The Borrower will nor not, and will not permit any of its Material Subsidiariesthe Restricted Subsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Restricted Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interests Interest or participation in its profits owned by the Borrower or any Restricted Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other SubsidiariesRestricted Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Restricted Subsidiary or (c) transfer any of its property properties or assets to the Company Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable law, (ii) this Agreement and the Loan other Credit Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiaryiii) or an agreement in effect at or entered into agreements which (x) exist on the Closing Date and reflected (to the extent not otherwise permitted by this ‎Section 6.11) are listed on Schedule 7.13 ‎6.11 and (y) to the Disclosure Letter 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 any encumbrance refinancing of such Indebtedness so long as such renewal, extension or restriction on refinancing does not expand the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary scope of the Company pursuant to an agreement relating to any Indebtedness issued by restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Restricted Subsidiary on or prior to at the date on which time such Restricted Subsidiary became a Subsidiary of the Company or was is acquired by the Company (other than Indebtedness issued as consideration in, or to provide all Borrower or any portion Restricted Subsidiary, so long as such agreements were not entered into in contemplation of the funds utilized to consummatesuch Person becoming a Restricted Subsidiary, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company(v) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary non-assignment provisions restricting subletting or assignment of any leases governing leasehold interests of the Company contract or any lease of its Subsidiaries and any Restricted Subsidiary, (vi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or license any Restricted Subsidiary is the licensee) or other contract entered into by the Company Borrower or any Restricted Subsidiary in the ordinary course of business and customary business, (vii) restrictions in sales agreements on the transfer of any asset or any Equity Interest pending the closing close of the sale of such asset or such Equity Interest permitted hereunder, (viii) restrictions on the transfer of any asset subject to a Lien permitted by ‎Section 6.01(iii), ‎(vi), ‎(vii), ‎(xiv), ‎(xv), ‎(xvi), ‎(xviii), ‎(xix), ‎(xx), ‎(xxiii), ‎(xxiv), ‎(xxv) and (xxix); provided that such restrictions are limited to the applicable sale; individual agreements and/or the property or assets subject to such agreements, (ivix) customary requirements of any encumbrance Securitization, Warehouse Facility or restriction existing solely MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Borrower formed in connection therewith, (x) provisions in documentation with respect to the Indebtedness incurred pursuant to ‎Section 6.04(xvi) or ‎(xxi) so long as such provisions, taken as a result whole, are no more restrictive than the corresponding provisions hereof, (xi) encumbrances or restrictions entered into, relating to, or in connection with, Permitted Funding Indebtedness that are customary with respect to such facilities (under the relevant circumstances) and will not materially adversely affect the Borrower’s ability to timely make anticipated principal and interest payments on the Obligations (as determined in good faith by the board of directors of the Borrower or senior management of the Borrower), (xii) restrictions on the transfer of assets (other than cash) held in a requirement Restricted Subsidiary of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to the Borrower imposed under any agreement governing Indebtedness permitted hereby hereunder, (xiii) customary provisions in joint venture and other similar agreements relating solely to such joint venture to the extent such joint venture is permitted hereunder, (xiv) restrictions restrict on cash or other deposits or net worth imposed by customers under contracts entered into in the transfer ordinary course of business, (xv) other Indebtedness, Disqualified Equity Interests or Preferred Equity of the property subject Borrower permitted to be incurred or issued hereunder; provided that the restrictions will not materially affect the ability of the Borrower to timely pay the Obligations, as determined in good faith by the Borrower and (xvi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any of the contracts, instruments or obligations referred to in the foregoing clauses; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower not materially more restrictive with respect to such security agreementsdividend and other restrictions, taken as a whole, than those contained in the dividend or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by any Borrower or any other Subsidiary of any Borrower, or pay any Indebtedness or other Obligation owed to the Company any Borrower or any other Subsidiary of its other Subsidiariesany Borrower, (b) make any loans or advances to the Company any Borrower or any of its such Borrower’s other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties to the Company any Borrower or any of its such Borrower’s other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Note Documents in effect on the Restatement Date; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company a Borrower or any Subsidiary of its Subsidiaries and a Borrower; (v) customary provisions restricting assignment of any agreement or license entered into by the Company a Borrower or any Subsidiary of a Borrower in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions by Section 6.02 may restrict the transfer of the property 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 Restatement Date in accordance with the provisions of this Agreement; (viii) 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 security agreementssale; (ix) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; or (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. Notwithstanding any provision of this Section 6.10 to the contrary, clauses (a) and (b) above shall not apply to any Insurance Subsidiary.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any The Original Guarantor shall not, and shall ensure that none of its Material Subsidiariessubsidiaries will, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) such subsidiary to: 23.22.1 pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Original Guarantor or any of its subsidiaries, or pay any Indebtedness or other Obligation owed to the Company Original Guarantor or any of its other Subsidiaries, (b) subsidiaries; 23.22.2 make any loans or advances to the Company Original Guarantor or any of its other Material Subsidiaries, or (c) subsidiaries; or 23.22.3 transfer any of its property properties or assets to the Company Original Guarantor or any of its other Material Subsidiariessubsidiaries, exceptexcept for such encumbrances or restrictions existing under or by reason of: (ia) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note TransactionApplicable Insurance Regulatory Authority; (iib) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateFinance Documents; (iiic) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company Original Guarantor or any of its Subsidiaries and subsidiaries; (d) customary provisions restricting assignment of any licensing agreement (in which the Original Guarantor or license any of its subsidiaries is the licensee) or other contract (including leases) entered into by the Company Original Guarantor or any Subsidiary of its subsidiaries in the ordinary course of business; (e) restrictions on the transfer of any asset 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 Clause 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 and customary restrictions that restrict the transfer of ownership interests in sales agreements pending the closing of the applicable salesuch partnership, limited liability company, joint venture or similar person; (ivi) 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 - 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 encumbrance encumbrances or restriction existing solely 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 result 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 requirement 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 Lawsuch 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 (vp) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing 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 otherwise related to Indebtedness permitted hereby to reinsurance arrangement entered into in the extent such restrictions restrict the transfer ordinary course of the property subject to such security agreementsbusiness.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by U.S. Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company U.S. Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company U.S. Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company U.S. Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance the Senior Subordinated Note Documents as in effect on February 12, 2004 or restriction consisting of the New Senior Subordinated Note Documents as in effect on August 27, 2004; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 applicable to such security Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of U.S. Borrower; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sales and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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; (xiii) 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 (iii), (viii) or (xi) 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; (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of U.S. Borrower, materially impair either Borrower’s ability to make payment on the Obligations when due or (xv) the Second Lien Loan Documents.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material Subsidiaries, to create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to 66 (a) pay dividends or make any other distributions on its Equity Interests or pay any Indebtedness or other Obligation owed to the Company or any applicable mandatory Requirements of its other Subsidiaries, Law; (b) make any loans or advances to this Agreement and the Company or any of its other Material Subsidiaries, or Credit Documents; (c) transfer any of its property to the Company or any of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations restrictions set forth in the charter documents of any Receivable Subsidiary) Second Lien Credit Agreement, the Indenture, or an agreement other agreements in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction Date, including agreements governing existing Indebtedness, in each case as in effect on the assets of Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Timber SPV arising out of a Timberland Installment Note Transactionwhole, with respect to such dividend and other payment restrictions than those contained in the agreements governing such Indebtedness as in effect on the Closing Date (as determined in good faith by the Borrower); (iid) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Bermuda Holdings or any of its Subsidiaries and Subsidiaries; (e) purchase money obligations that impose transfer restrictions on the property so acquired; (f) customary provisions restricting assignment of any agreement or license entered into by the Company Bermuda Holdings or any Subsidiary of its Subsidiaries in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable salebusiness; (ivg) any agreement or other instrument of a Person acquired by Bermuda Holdings or any Subsidiary, in existence at the time of such acquisition (but not created in contemplation thereof ), which encumbrance or restriction existing solely as a result is not applicable to any Person, or the properties or assets of a requirement any Person, other than the Person and its Subsidiaries, or the property or assets of Law; andthe Person and its Subsidiaries, so acquired or designated; (vh) Permitted Liens that limit the right of Bermuda Holdings or any of its Subsidiaries to dispose of the asset or assets subject to such Lien; (i) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements; (j) any such encumbrance or restriction (i) if the encumbrances and restrictions contained in security agreements any such agreement or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby instrument taken as a whole are not materially more restrictive to the extent Lenders than the encumbrances and restrictions contained in the agreements described in clauses (b) and (c) above (as determined in good faith by the Borrower), or (ii) if such encumbrance or restriction is not materially more restrictive to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and either (x) the Borrower determines in good faith that such encumbrance or restriction will not materially affect the Borrower’s ability to make the principal or interest payments on the Obligations or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (k) restrictions restrict on cash or other deposits or net worth imposed under leases or by customers under contracts entered into in the ordinary course of business; (l) customary restrictions on the transfer of copyrighted or patented material; (m) any agreement that restricts the ability of the Borrower to pay dividends or make any other distributions, pay any Indebtedness owed, make any loans or advances or sell, lease or transfer any of its properties or assets to Bermuda Holdings or Stratus Bermuda; or (n) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale; provided that (i) such restrictions and conditions apply only to the property subject to be sold, and (ii) such security agreementssale or other disposition is permitted hereunder.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 7.03, (vii) 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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) or (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 security agreementsencumbrances 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. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance Lien or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any Subsidiary of the Company, or pay any Indebtedness or other Obligation owed to the Company or any a Subsidiary of its other Subsidiariesthe Company, or (b) make any loans or advances to the Company or any Subsidiaries of its other Material Subsidiariesthe Company, except for such Liens or (c) transfer any restrictions existing under or by reason of its property to the Company or any of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable Law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inthis Agreement, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any a Subsidiary of its Subsidiaries and the Company, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company or any a Subsidiary of the Company in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) customary provisions restricting distributions or transactions with affiliates pursuant to any Permitted Liens Receivables Transaction or other Debt permitted by Section 6.13 (provided, that any such restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby therein (A) relate only to the extent such assets acquired in connection therewith or (B) are not materially more restrictive on the Company and its Subsidiaries than those set forth in this Agreement); (vi) customary restrictions restrict with respect to a Subsidiary imposed pursuant to a transaction permitted by Section 6.10 or restrictions on the transfer of assets subject to Liens permitted by Section 6.12 (provided, that any such restriction contained therein relates only to the property assets subject to such security agreementsLien) and (vii) customary restrictions set forth in the constituent documents of any Subsidiary formed as a joint venture or other collective investment vehicle with any other Person.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Holdings or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Holdings or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Holdings or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Holdings or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 6.06 pending the consummation of such sale or other disposition; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Holdings; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any agreements evidencing Indebtedness permitted by Section 6.01(e) that impose restrictions on the property so acquired, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the property so acquired; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 clause (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material Subsidiaries, to create Enter into or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower Loan Party to (a) pay dividends Dividends in respect of any Equity Interest of such Loan Party held by, or make pay or subordinate any Indebtedness owed to, any other distributions on its Equity Interests or pay any Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesLoan Party, (b) make Investments in any loans or advances to the Company or any of its other Material Subsidiaries, Loan Party or (c) transfer any of its property assets to the Company any other Loan Party, except for such encumbrances or any restrictions existing under or by reason of its other Material Subsidiaries, except: (i) the Financing Agreements or other Indebtedness permitted hereunder, (ii) Requirements of Law, including those of any encumbrance Gaming Authority, (iii) any agreement that has been entered into in connection with the disposition of all or restriction pursuant to substantially all of the Equity Interests or property of a Loan DocumentsParty or the disposition of property covered by such restriction, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness (iv) with respect to any of the foregoingproperty subject to a Lien permitted in accordance with Section 6.02, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or that has been entered into on in connection with the Closing Date and reflected on Schedule 7.13 incurrence of such Liens so long as such restrictions relate solely to the Disclosure Letter property subject to such Liens and the proceeds of such property, (v) provisions limiting the disposition or any encumbrance distribution of assets or restriction on property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of a Timber SPV arising out such agreements, (vi) restrictions in respect of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction Equity Interests and customary provisions with respect to a Subsidiary the disposition or distribution of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on assets or prior to the date on which such Subsidiary became a Subsidiary of the Company property in partnership or was acquired by the Company (joint venture agreements, asset sale agreements, stock sale agreements and other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases governing leasehold interests of the Company or any of its Subsidiaries and customary provisions restricting assignment of any agreement or license similar agreements entered into by the Company or any Subsidiary in the ordinary course of business and customary business, (vii) restrictions in sales agreements pending on cash or deposits constituting amounts paid under the closing of the applicable sale; (iv) any encumbrance ERGG Agreement or restriction existing solely as a result of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby relating to the extent such ERGG Agreement, (viii) restrictions restrict the transfer of the property subject with respect to such security agreementsExcluded Property and (ix) other customary nonassignment provisions in leases, licenses and similar agreements and other contracts.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will Credit Party shall, nor will shall it permit any of its Material SubsidiariesSubsidiaries (other than any Unrestricted Subsidiary) to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower (other than an Unrestricted 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 Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesSubsidiary, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties to the Company or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law; (ii) this Indenture, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to other Equity Documents and/or Indenture Documents or the Credit Agreement or any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests of the Company or any of its Subsidiaries and interest; (iv) customary provisions restricting assignment of any agreement or license entered into by the Company or any Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness any holder of a Lien permitted hereby to the extent such restrictions restrict 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 security 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 any Credit Party, (xii) 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 agreement entered into in the ordinary course of business, (xiv) the obligations under any Hedge Contracts permitted hereunder solely to the extent that such restriction is in regards to the cash collateral permitted to secure such Hedge Contract under Section 4.29(u) hereof, or (xv) arise under any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Section 4.30 if the restrictions are not more restrictive than those set forth in this Indenture and do not otherwise impair the ability of the Credit Parties to perform their Obligations.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) (a) the Senior NotesNote Documents, any documents evidencing (b) Additional Senior Unsecured Indebtedness and Permitted Refinancing Indebtedness with respect thereto, so long as such encumbrances or restrictions are not, taken as a whole, more restrictive to Borrower and its Subsidiaries in any of the foregoingmaterial respect than those in this Agreement, and (c) Subordinated Indebtedness and Permitted Refinancing Indebtedness with respect thereto, so long as such encumbrances or restrictions are not, taken as a whole, more restrictive to Borrower and its Subsidiaries in any Permitted Accounts Receivable Securitization (including limitations set forth material respect than those in the charter documents of any Receivable SubsidiarySenior Note Documents; (iv) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in or other rights in respect of such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by suppliers, landlords, customers, insurance and surety or bonding companies under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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, such person’s Organizational Documents or its joint venture agreement or stockholders agreements solely to the extent affecting the Equity Interests of or property held in the subject joint venture; and (xiii) any encumbrances or restrictions imposed by any amendments or Permitted Refinancing Indebtedness that is otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii) or (viii) above; provided that such amendments are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment and, in connection with Permitted Refinancing Indebtedness, the restrictions contained in such definition are complied with.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 security agreementsencumbrances 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. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the 2016 Convertible Notes; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in the case of any joint venture which is not a Loan Party, 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; (xiii) any customary restrictions imposed by any document or instrument evidencing, governing or securing any Indebtedness permitted by Section 6.01(f) or (k) reasonably believed by Borrower to be necessary in connection with the incurrence thereof; (xiv) 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 (iii) or (viii) above; provided, that, such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing; and (xv) the South Africa Transactions.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any the Borrower or any Material Subsidiary of any the Borrower to (ai) pay dividends Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Loan Party, or pay any Financial Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesLoan Party, (bii) make any loans or advances to the Company or any of its other Material Subsidiaries, Loan Party or (ciii) transfer any of its property properties to the Company any Loan Party, except for such encumbrances, restrictions or any of its other Material Subsidiaries, exceptconditions (x) which are not more restrictive than those contained in this Agreement or (y) existing under or by reason of: (ia) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transactionapplicable mandatory Legal Requirements; (iib) any encumbrance or restriction with respect to a Subsidiary this Agreement and the other Loan Documents; (c) Financial Indebtedness of Subsidiaries of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateLoan Parties); (iiid) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company Borrower or any of its Subsidiaries and Subsidiaries; (e) customary provisions restricting assignment of any agreement or license entered into by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable salebusiness; (ivf) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of 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 other disposition is permitted hereunder; (g) any encumbrance encumbrances, restrictions or restriction existing solely as a result conditions imposed by any amendments that are otherwise permitted by the Loan Documents of a requirement of Lawthe contracts, instruments or obligations referred to in clause (d) above; andprovided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment; or (vh) Permitted Liens or other restrictions contained any agreement in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby to effect at the extent such restrictions restrict the transfer time a person becomes a Subsidiary of the property subject Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower and such restriction does not apply to any Loan Party other than such security agreementsSubsidiary.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests -96- capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable law; (ii) this Agreement and the other Loan Documents, ; (iii) the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement Note Documents as in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Date; (iiiv) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) in the case of any joint venture which is not a Loan Party, 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; (x) Indebtedness of Foreign Subsidiaries; (xi) the BTI Canada Shareholders Agreement; (xii) Indebtedness permitted by SECTIONS 6.01(f), (k), (l), (m) or (q), PROVIDED that such encumbrances or restrictions are not more restrictive in any material respect than those contained in the Loan Documents; or (xiii) 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 (iii), (viii) or (xii) above; PROVIDED that such amendments or refinancings are not more restrictive in any material respect with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any Subsidiary of the Company, or pay any Indebtedness or other Obligation owed to the Company or any a Subsidiary of its other Subsidiariesthe Company, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, the Company's Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any a Subsidiary of its Subsidiaries and the Company, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company or any a Subsidiary of the Company in the ordinary course of business business, (vi) in the case of DNE and its Subsidiaries, the Existing Indebtedness 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 restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 provisions restricting the transfer of the property or by those assets pursuant to, and subject to other Liens permitted under Section 8.03(h), (i), (j), (k) or (l) and (viii) restrictions or encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such security agreementsIndebtedness, PROVIDED that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, PROVIDED, FURTHER, such restrictions or encumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any Subsidiary of the Company, or pay any Indebtedness or other Obligation owed to the Company or any a Subsidiary of its other Subsidiariesthe Company, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, the Company’s Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any a Subsidiary of its Subsidiaries and the Company, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company or any a Subsidiary of the Company in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and business, (v) Permitted Liens or other in the case of the Company and Superior Telecommunications, the Brownwood Lease, (vi) the restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby the Essex Funding Agreement, the Essex Capital Lease Facility and the Essex Canadian Facility, each as in effect as of the date hereof and any refinancing thereof so long as the terms and conditions of any such refinancings are no more adverse in any material respect to the extent such restrictions restrict Company or the Lenders than with respect to the Indebtedness being so refinanced, (vii) customary provisions restricting the transfer of the property or by those assets pursuant to, and subject to other Liens permitted under Section 8.03(h), (i), (j), (k) or (l) of this Exhibit E and (viii) restrictions or encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such security agreementsIndebtedness, provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided, further, such restrictions or encumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 security agreementsencumbrances 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. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inthis Agreement, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 security agreementsencumbrances 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 (A) the Five-Year Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein and (B) the Three-Year Unsecured Letter of Credit Facility and the other “Credit Documents” referred to (and defined therein), (xiii) agreements and arrangements set forth on Schedule 6.12 and (xiv) encumbrances or restrictions existing under the ▇▇▇▇▇’▇ ▇▇ Facility or the IPC Facilities or under any other secured Indebtedness permitted under Sections 6.03 and 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 of the Company.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Unsecured Note Purchase Documents; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 security agreementsencumbrances 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. No Borrower will nor will permit any of its Material Subsidiaries(A) Directly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any Borrower or any Material Restricted Subsidiary of any the Administrative Borrower to (ai) pay dividends Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Restricted Party, or pay any Indebtedness or other Obligation owed to the Company or any of its other SubsidiariesRestricted Party, (bii) make any loans or advances to the Company or any of its other Material Subsidiaries, Restricted Party or (ciii) transfer any of its property properties to the Company any Restricted Party, except for such encumbrances, restrictions or any of its other Material Subsidiaries, exceptconditions existing under or by reason of: (ia) any encumbrance or restriction pursuant to applicable mandatory Legal Requirements; (b) this Agreement and the other Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness ; (c) [reserved]solely with respect to any the Equity Interests of SPV VLCC Unrestricted Subsidiary, the terms of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note TransactionSinosure Facility Agreement; (iid) Additional Permitted Unsecured Debt Documents and any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such dateRefinancing Notes Indenture; (iiie) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Restricted Party; (f) customary provisions restricting assignment of any agreement or license entered into by the Company or any Subsidiary a Restricted Party in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable salebusiness; (ivg) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of 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 other disposition is permitted hereunder; (h) any encumbrance encumbrances, restrictions or restriction existing solely as a result conditions imposed by any amendments that are otherwise permitted by the Loan Documents of a requirement of Lawthe contracts, instruments or obligations referred to in clause (d) above; andprovided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment; (vi) Permitted Liens any encumbrances, restrictions or other restrictions contained conditions set forth in security agreements or Capitalized Leases securing or otherwise related to any document evidencing Indebtedness permitted hereby to be incurred by an SPV Buyer (and Vessel Holding Person, as the case may be) pursuant to Section6.01(q) so long as such encumbrances, restrictions or conditions only apply to the extent such restrictions restrict applicable SPV Buyer, and any Vessel Holding Person acquired by it; or (j) any agreement in effect at the transfer time a person becomes a Restricted Subsidiary of the property subject Administrative 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 Administrative Borrower and such restriction does not apply to any Restricted Party other than such security agreementsRestricted Subsidiary.;

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any applicable Requirements of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; Law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance or restriction consisting of the Senior Note Documents as in effect on the Original Closing Date; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company or any of its other Subsidiaries, (b) make any loans or advances to the Company or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) applicable Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 security agreementsencumbrances 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. No Borrower The Credit Parties will nor not, and will not permit any of its Material Subsidiariestheir Subsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions (including without limitation any reduction of capital) on its Equity Interests equity interests or any other interest or participation in its profits owned by such Credit Party or any Subsidiary of such Credit Party, or pay any Indebtedness or other Obligation owed to the Company such Credit Party or any a Subsidiary of its other Subsidiariessuch Credit Party, (b) make any loans or advances to the Company such Credit Party or any of its other Material Subsidiaries, such Credit Party's Subsidiaries or (c) transfer any of its property properties or assets to the Company such Credit Party or any of its other Material such Credit Party's Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inCredit Documents, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any agreement in effect on the Effective Date (as such encumbrance or restriction consisting of agreement is in effect on the Effective Date), (iv) customary provisions restricting (A) subletting or assignment of any leases lease governing a leasehold interests interest of a Subsidiary of such 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 Company or any transfer of its Subsidiaries and collateral subject to such Permitted Liens, (vi) customary provisions restricting assignment of any agreement or license in contracts entered into by the Company or any Subsidiary in the ordinary course of business that prohibit assignments of such contract and customary restrictions in sales agreements pending the closing of the applicable sale; (ivvii) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 on the transfer of an asset pursuant to an agreement to sell such asset (but only in those cases where the property subject to sale of such security agreementsasset is permitted by Section 7.2).

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization ; (including limitations set forth in the charter documents of any Receivable Subsidiaryiv) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result holder of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties' obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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 (xiii) 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 (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such security agreementsencumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. No Borrower The Company will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance Lien or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by the Company or any Subsidiary of the Company, or pay any Indebtedness or other Obligation owed to the Company or any a Subsidiary of its other Subsidiariesthe Company, or (b) make any loans or advances to the Company or any Subsidiaries of its other Material Subsidiariesthe Company, except for such Liens or (c) transfer any restrictions existing under or by reason of its property to the Company or any of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documentsapplicable Law, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inthis Agreement, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any a Subsidiary of its Subsidiaries and the Company, (iv) customary provisions restricting assignment of any licensing agreement or license entered into by the Company or any a Subsidiary of the Company in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Lawbusiness; and (v) customary provisions restricting distributions or transactions with affiliates pursuant to any Permitted Liens Receivables Transaction or other Debt permitted by Section 6.13 (provided, that any such restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby therein (A) relate only to the extent such assets acquired in connection therewith or (B) are not materially more restrictive on the Company and its Subsidiaries than those set forth in this Agreement); (vi) customary restrictions restrict with respect to a Subsidiary imposed pursuant to a transaction permitted by Section 6.10 or restrictions on the transfer of assets subject to Liens permitted by Section 6.12 (provided, that any such restriction contained therein relates only to the property assets subject to such security agreementsLien); (vii) customary restrictions set forth in the constituent documents of any Subsidiary constituting a joint venture or other collective investment vehicle with any other Person; and (viii) voluntary restrictions relating to tax elections made by the Company or any Subsidiary the termination of which would result in the imposition of, or an increase in the effective rate of, any Tax payable by the Company or such Subsidiary.

Limitation on Certain Restrictions on Subsidiaries. No Borrower will nor will permit any of its Material SubsidiariesDirectly or indirectly, to create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by U.S. Borrower or any Subsidiary, or pay any Indebtedness or other Obligation owed to the Company U.S. Borrower or any of its other Subsidiariesa Subsidiary, (b) make any loans or advances to the Company U.S. Borrower or any of its other Material Subsidiaries, Subsidiary or (c) transfer any of its property properties to the Company U.S. Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of its other Material Subsidiaries, except: (i) any encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; applicable law; (ii) any encumbrance or restriction with respect to a Subsidiary of this Agreement and the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; Loan Documents; (iii) any such encumbrance the Senior Subordinated Note Documents as in effect on February 12, 2004 or restriction consisting of the New Senior Subordinated Note Documents as in effect on August 27, 2004; (iv) customary provisions restricting subletting or assignment of any leases lease governing a leasehold interests interest of the Company or any of its Subsidiaries and a Subsidiary; (v) customary provisions restricting assignment of any agreement or license entered into by the Company or any a Subsidiary in the ordinary course of business and customary restrictions in sales agreements pending the closing of the applicable sale; business; (ivvi) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness Lien permitted hereby to the extent such restrictions restrict 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 applicable to such security Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of U.S. Borrower; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sales and stock sale 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 or similar person; (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; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) 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 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; (xiii) 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 (iii), (viii) or (xi) 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; (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of U.S. Borrower, materially impair either Borrower’s ability to make payment on the Obligations when due; or (xv) any indebtedness secured pursuant to Section 6.02(r).

Limitation on Certain Restrictions on Subsidiaries. No Borrower Holdings will nor not, and will not permit any of its Material SubsidiariesSubsidiaries to, to directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material such Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its Equity Interests capital stock or any other interest or participation in its profits owned by Holdings or any of its Subsidiaries, or pay any Indebtedness or other Obligation owed to the Company Holdings or any of its other Subsidiaries, (b) make any loans or advances to the Company Holdings or any of its other Material Subsidiaries, Subsidiaries or (c) transfer any of its property properties or assets to the Company Holdings or any of its other Material Subsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) Legal Requirements, including any encumbrance or restriction pursuant to the Loan DocumentsApplicable Insurance Regulatory Authority, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration inthis Agreement, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any leases lease governing any leasehold interests interest of the Company Holdings or any of its Subsidiaries and Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or license any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company Holdings or any Subsidiary of 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 as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (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 and customary restrictions in sales agreements pending the closing of the applicable sale; (iv) any encumbrance or restriction existing solely as a result of a requirement of Law; and (v) 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 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 property subject 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 Lender 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 security agreements.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 Secured Letter of Credit Facility, the Five-Year Unsecured Revolving Credit Facility and the other “Credit Documents” referred to (and defined) therein, (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 Loan Documents as determined in the good faith judgment of the board of directors of Holdings, (xvi) encumbrances or restrictions existing under the IPC Facility and (xvii) encumbrances or restrictions existing 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,