Common use of Limitation on Restricted Actions Clause in Contracts

Limitation on Restricted Actions. Each Credit Party shall not, directly or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; (b) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) create, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuation.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(e) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Agreement and the other Credit Documents, (ii) this Credit Agreementapplicable Requirements of Law, (iii) Permitted Lienspursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or Instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions the assignment of real property interests found or granting of a Lien on a particular lease, sublease, license or contract set forth in any REA such lease, sublease, license or contract entered into in the ordinary course of such Credit Party or any Subsidiary of such Credit Partybusiness, (vi) any agreement restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to a disposition of property or assets permitted Indebtedness incurred by a Subsidiary hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisitiondisposition, and (viiviii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationthe Term Loan Agreement.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such other Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such other Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any other Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon any extension thereof or amend or otherwise modify the Credit Documents, except for such encumbrances or restrictions existing under or by reason of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) this Agreement and the other Credit Documents and the PNC Term Loan Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) so long as any such restriction contained therein relates only to a limitation on the ability of such Person to ▇▇▇▇▇ ▇ ▇▇▇▇ on the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting any document or assignment of instrument governing any lease governing a leasehold interest of Permitted Lien so long as any such Credit Party restriction contained therein relates only to the asset or any Subsidiary of assets subject to such Credit PartyPermitted Lien, (v) customary restrictions on dispositions non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Partybusiness, (vi) obligations that are binding on a Person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, or (vii) customary restrictions contained in an agreement relating to permitted Indebtedness incurred by a Subsidiary Disposition that limit the transfer of encumbrances of the property or assets relating to such Credit Party prior Disposition pending consummation thereof so long as any such restriction contained therein relates only to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension asset or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior assets subject to such extension or continuationDisposition.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions or to any Credit Party on its Equity Interests, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents, incur, assume or suffer to exist any Lien upon except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)‑(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensrestrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien; provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions and conditions contained in agreements relating to the sale of real property interests found in any REA Equity Interests or assets of such Credit Party or any Subsidiary of pending such Credit Partysale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement relating to permitted Indebtedness incurred by in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such Credit Party prior to the date on which such Subsidiary agreement was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred entered into in contemplation of such acquisitionPerson becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (viix) contractual obligations customary restrictions entered into in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation ordinary course of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation business with respect to Intellectual Property that is extended or continued shall be no less favorable limit the ability to the Administrative Agent and the Lenders than those encumbrances and restrictions contained grant a security interest in such contractual obligation prior to such extension or continuationIntellectual Property.

Limitation on Restricted Actions. Each Credit Party shall not, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; the Borrower, (bc) make loans or advances to a Credit Party the Borrower, (d) sell, lease or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Party Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (other than restrictions related in respect of any of the matters referred to transactions being at arm’s length); or in clauses (a) through (d) create, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (iiC) this Credit Agreementany Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (viD) any agreement relating to permitted any Indebtedness incurred issued by a Subsidiary of such Credit Party on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the 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 in contemplation of or pursuant to which such Credit Party Person became a Subsidiary or was acquired by the Borrower) and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (viiE) contractual obligations customary non-assignment provisions in existence on leases governing leasehold interests to the Closing Date extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and set forth on Schedule 6.9 and (iii) a requirement that a Subsidiary give the holders of any extension or continuation Indebtedness of such contractual obligations; providedSubsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, thatand except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any encumbrance or restriction contained in any such contractual obligation Subsidiary that is extended or continued shall be no less favorable to has guaranteed the Administrative Agent and Borrower's obligations under the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationSenior Notes.

Limitation on Restricted Actions. Each The Credit Parties will not permit any Consolidated Party shall notto, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral Property to any Credit Party, or (e) act as a Credit Party and pledge its assets (other than restrictions related Excluded Property) pursuant to transactions being at arm’s length); the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (d) create, incur, assume or suffer to exist any Lien upon in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Subordinated Note Indenture and the Senior Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting any document or assignment of instrument governing Indebtedness incurred pursuant to Section 8.1(c) or 8.1(i), provided that any lease governing a leasehold interest of such Credit Party restriction contained therein relates only to the asset or any Subsidiary of such Credit Partyassets constructed or acquired in connection therewith, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Subsidiary under Section 8.5 pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedsale, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and or (vii) contractual obligations in existence on the Closing Date and items set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuation8.11.

Limitation on Restricted Actions. Each Credit Party shall notNo Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction which prohibits or limits of any kind on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions distribution on any of such Person’s capital stock (or other equity interests), (b) pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; Borrower, (bc) make loans or advances to a Credit Party any Borrower or any Subsidiary of such Credit Party; (cd) transfer any of its Properties constituting Collateral property to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) createany Borrower, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under except for (i) applicable law, (ii) encumbrances or restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) Permitted Liensagreements in existence and as in effect on the Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iv) customary provisions restricting subletting agreements of a Person existing at the time such Person is acquired by, merged into or assignment of any lease governing a leasehold interest of such Credit Party consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such Credit Partyagreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (v) customary restrictions on dispositions of real property interests found in connection with any REA of such Credit Party Lien permitted by Section 7.10 or any Subsidiary of document or instrument governing any such Credit PartyLien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (vi) pursuant to customary restrictions and conditions contained in any agreement relating to permitted Indebtedness incurred by a Subsidiary any sale of assets not prohibited hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, sale and (vii) contractual obligations customary non-assignment provisions in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationcontracts.

Limitation on Restricted Actions. Each Credit Party shall (a) Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (ai) pay dividends or make any other distributions to Borrower on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; Borrower, (biii) make loans or advances to a Credit Party Borrower, (iv) sell, lease or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral properties or assets to a Credit Party (other than restrictions related to transactions being at arm’s length); Borrower, or (dv) createact as a guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, or amend or otherwise modify the Credit Documents, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (i)-(iv) above) for such encumbrances or hereafter acquired, restrictions existing under or by reason of (A) this Agreement and the other than encumbrances and restrictions arising under (i) applicable lawCredit Documents, (iiB) this Credit AgreementLegal Requirements, (iiiC) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c), provided that any such restriction contained therein relates only to the asset or assets leased or acquired in connection therewith or (D) any Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien. (b) Borrower will not, and will not permit any Subsidiary of such Credit Partyto, (v) customary directly or indirectly, enter into any Indebtedness or other agreement with financial covenants or other restrictions on dispositions of real property interests found in any REA of such Credit Party Borrower or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party which are more restrictive, in the reasonable determination of Lender, than the financial covenants and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and other restrictions contained in such contractual obligation prior to such extension or continuationherein.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral to a Credit Party (other than restrictions related to transactions being at arm’s length); or , (d) createsell, incurlease or transfer any material portion of its properties or assets to any Credit Party, assume or suffer (e) if a Domestic Subsidiary, act as a Guarantor pursuant to exist the Credit Documents or any Lien upon renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a) - (d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensthe Senior Note Purchase Documents, (iv) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) or 6.1(m); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) customary nonassignment provisions restricting subletting or assignment of in any lease governing a leasehold interest or in any contract which is not a Material Contract, (vii) agreements with respect to Foreign Subsidiaries so long as any liability thereunder is non-recourse to the Credit Parties, (viii) agreements with respect to joint ventures so long as any liability thereunder is non-recourse to the Credit Parties except to the extent of such Credit Party or any Subsidiary of such Credit PartyPerson's ownership interest in the joint venture, (vix) customary restrictions on dispositions contained in agreements relating to the sale of real property interests found in any REA of such Credit Party or any a Subsidiary of the Borrower (or all or substantially all of the assets thereof) pending such Credit Partysale, so long as such restrictions and conditions apply only to such Subsidiary and such sale is permitted hereunder or (vix) restrictions imposed by any agreement relating to secured Indebtedness permitted Indebtedness incurred by a Subsidiary of this Credit Agreement if such Credit Party prior restrictions apply only to the date on which property or assets securing such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationIndebtedness.

Limitation on Restricted Actions. Each The Credit Parties will not permit any Consolidated Party shall notto, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; (b) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (c) make advances, loans and/or other extensions of credit to any Credit Party, (d) sell, lease or transfer any of its Properties constituting Collateral Property to any Credit Party, (d) in the case of any Consolidated Party which is a Joint Venture, to borrow money from and pledge its Property to the Credit Parties in the manner contemplated by Section 7.13, (e) except in the case of any Consolidated Party which is a Joint Venture, (i) pledge its Property (other than Excluded Property) pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (ii) act as a Credit Party pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (other than restrictions related to transactions being at arm’s length); or (d) create, incur, assume or suffer to exist any Lien upon in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(e)(i) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Subordinated Note Purchase Agreement and the Subordinated Notes, in each case as in effect as of the Closing Date (or the documents evidencing or governing any other Subordinated Indebtedness issued on comparable terms, including the Subordinated Remarketed Notes to be issued under the Subordinated Note Indenture), (iii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting any document or assignment of instrument governing Indebtedness incurred pursuant to Section 8.1(c)(i), provided that any lease governing a leasehold interest of such Credit Party restriction contained therein relates only to the asset or any Subsidiary of such Credit Partyassets constructed or acquired in connection therewith, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Subsidiary under Section 8.5 pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedsale, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations customary non-assignment provisions in existence on leases, licenses or other contracts entered into in the Closing Date and set forth on Schedule 6.9 and ordinary course of business or (viii) in the case of any extension or continuation Joint Venture which is not a Credit Party in respect of such contractual obligations; providedany of the matters referred to in clauses (c)-(e) above, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension Person's organizational or continuation.governing documents. 100

Limitation on Restricted Actions. Each Credit Party shall notNo Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction which prohibits or limits of any kind on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions distribution on any of such Person's capital stock (or other equity interests), (b) pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; Borrower, (bc) make loans or advances to a Credit Party any Borrower or any Subsidiary of such Credit Party; (cd) transfer any of its Properties constituting Collateral property to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) createany Borrower, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under except for (i) applicable law, (ii) encumbrances or restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) Permitted Liensagreements in existence and as in effect on the Closing Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iv) customary provisions restricting subletting or assignment of in connection with any lease governing a leasehold interest of such Credit Party Lien permitted by Section 7.10 or any Subsidiary of document or instrument governing any such Credit PartyLien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (v) pursuant to customary restrictions on dispositions of real property interests found and conditions contained in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary any sale of assets not prohibited hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party sale and outstanding on such acquisition date(vi) customary non-assignment provisions in contracts; provided, thatfurther, such Indebtedness that for purposes of this Section 7.16, "Subsidiaries" of Whirlpool shall not be incurred in contemplation of such acquisition, include Maytag Corporation and (vii) contractual obligations in existence on its Subsidiaries for the Closing Date period commencing with the acquisition thereof by Whirlpool and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationending 30 days thereafter.

Limitation on Restricted Actions. Each Credit Party shall not, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make any other distributions to the Borrower on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; the Borrower, (bc) make loans or advances to a Credit Party the Borrower, (d) sell, lease or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Party Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (other than restrictions related in respect of any of the matters referred to transactions being at arm’s length); or in clauses (a) through (d) create, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (iiC) this Credit Agreementany Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (viD) any agreement relating to permitted any Indebtedness incurred issued by a Subsidiary of such Credit Party on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the 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 in contemplation of or pursuant to which such Credit Party Person became a Subsidiary or was acquired by the Borrower) and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (viiE) contractual obligations customary non-assignment provisions in existence on leases governing leasehold interests to the Closing Date extent such provisions restrict the transfer of the lease, (ii) any requirement that a non-wholly-owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and set forth on Schedule 6.9 and (iii) a requirement that a Subsidiary give the holders of any extension or continuation Indebtedness of such contractual obligations; providedSubsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, thatand except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any encumbrance or restriction contained in any such contractual obligation Subsidiary that is extended or continued shall be no less favorable to has guaranteed the Administrative Agent and Borrower’s obligations under the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationSenior Notes.

Limitation on Restricted Actions. Each Credit Party shall Whirlpool will not, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction which prohibits or limits of any kind on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions distribution on any of such Person’s capital stock (or other equity interests), (b) pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; Whirlpool, (bc) make loans or advances to a Credit Party Whirlpool or any Subsidiary of such Credit Party; (cd) transfer any of its Properties constituting Collateral property to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) createWhirlpool, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under except for (i) applicable law, (ii) encumbrances or restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) Permitted Liensagreements in existence and as in effect on the Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (iv) customary provisions restricting subletting agreements of a Person existing at the time such Person is acquired by, merged into or assignment of any lease governing a leasehold interest of such Credit Party consolidated with Whirlpool or any Subsidiary or becomes a Subsidiary; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such Credit Partydirection) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (v) customary restrictions on dispositions of real property interests found in connection with any REA of such Credit Party Lien permitted by Section 7.10 or any Subsidiary of document or instrument governing any such Credit PartyLien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (vi) pursuant to customary restrictions and conditions contained in any agreement relating to permitted Indebtedness incurred by a Subsidiary any sale of assets not prohibited hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedsale, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations customary non-assignment provisions in existence contracts, (viii) agreements entered into on or after the Closing Effective Date and set forth on Schedule 6.9 and any extension or continuation containing restrictions of such contractual obligations; provided, that, any encumbrance or restriction contained a type referred to in any such contractual obligation that is extended or continued shall be no clauses (a) through (d) above which are not less favorable to the Administrative Agent Whirlpool and the Lenders its Subsidiaries taken as a whole than those encumbrances and restrictions contained set forth in such contractual obligation prior to such extension or continuationthis Credit Agreement.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien; provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions any instrument governing Indebtedness or Capital Stock of real property interests found a Person acquired by the Borrower or any of its Subsidiaries as in any REA effect at the time of such Credit Party or any Subsidiary of such Credit Party, acquisition (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior except to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, extent such Indebtedness shall not be or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), and which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (vi) to the extent permitted by Section 6.4(b), any agreement for the sale or other disposition of Capital Stock or assets of a Subsidiary or an agreement entered into for the sale of specified assets that restrict distributions by that Subsidiary pending such sale, (vii) contractual obligations provisions limiting the disposition or distribution of assets or property in existence on joint venture agreements, partnership agreements (other than with respect to wholly-owned subsidiaries), limited liability company operating agreements (other than with respect to wholly-owned subsidiaries), asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements to the Closing Date and set forth on Schedule 6.9 and any extension or continuation extent permitted hereunder entered into with the approval of the board of directors of the Borrower, which limitation is applicable only to the assets that are the subject of such contractual obligationsagreements, (viii) restrictions in other Indebtedness incurred in compliance with Section 6.1; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Borrower’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in this Agreement, (ix) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices and (x) any encumbrances or restrictions imposed by any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ix) above; provided, that, any encumbrance that the encumbrances or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of the Borrower, taken as a whole, than the encumbrances or restrictions prior to such extension amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or continuationrefinancing.

Limitation on Restricted Actions. Each Credit Party shall The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; (b) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) create, incur, assume or suffer to exist any Lien upon consensual restriction on the ability of any of its Subsidiaries to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Borrower or any of its Subsidiaries, except: (a) restrictions imposed by this Credit Agreement or by other Indebtedness of the Borrower; provided that except as set forth in Section 8.9(e) below such restrictions are no more restrictive taken as a whole than those imposed by this Credit Agreement, (b) restrictions imposed by applicable law, (c) existing restrictions under Existing Indebtedness, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Credit Agreement or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Borrower or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any restriction imposed by Indebtedness incurred under the Bank Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Existing Credit Agreement as of the date hereof, (f) restrictions with respect solely to any of the Mortgaged PropertiesSubsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (g) restrictions on transfer contained in Purchase Money Indebtedness; provided that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, whether now owned or hereafter acquiredasset sale agreements, stock sale agreements, sale-leaseback agreements and other than encumbrances and restrictions arising under similar agreements entered into in the ordinary course of business, (i) applicable lawany restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business, (j) any restriction rising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Subsidiary in any manner material to the Borrower or any Subsidiary; and (k) in connection with and pursuant to refinancings or replacements of restrictions imposed pursuant to clauses (a), (ii) this Credit Agreementc), (iii) Permitted Liensd), (ive) or (g) or (k) of this Section 8.9 that are not more restrictive than those contained in the Indebtedness being refinanced or replaced or contained in the Indebtedness referred to in clause (a), (c), (d) or (g) of this Section 8.9 (taken as a whole and as in effect on the date of such refinancing or replacement, as the case may be) and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease governing lease, contract or license entered into in the ordinary course of business, consistent with industry practice and (b) any asset subject to a leasehold interest Lien which is not prohibited to exist with respect to such asset pursuant to the terms of such this Credit Party or any Subsidiary of such Credit Party, (v) Agreement may be subject to customary restrictions on dispositions of real property interests found in any REA of such Credit Party the transfer or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior disposition thereof pursuant to such extension or continuationLien.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Propertiesmatters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under, whether now owned or hereafter acquiredby reason of, other than encumbrances and restrictions arising under (i) this Agreement, the other Credit Documents, the First Lien Credit Documents, any of the RSAs or the Commitment Letter, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 7.1(c) or 7.1(h); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien; provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit PartyChartered Vessel Document, (vi) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (vii) any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (viii) any agreement relating to permitted Indebtedness incurred by for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition, (ix) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis and (x) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Credit Party prior acquisition (except to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, extent such Indebtedness shall not be or Capital Stock was incurred in connection with or in contemplation of such acquisition), and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any which encumbrance or restriction contained is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, provided that, in any the case of Indebtedness, such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationIndebtedness was permitted by Section 7.1.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness permitted hereunder; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien (v) (A) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, such Contractual Obligations may be set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (vi) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Company, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Company; (vii) are provisions in Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the Equity Interests of such joint venture or other Person entered into in the ordinary course of business; (viii) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions relate only to the assets (or the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto; (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party the Company or any Subsidiary Subsidiary; (x) are customary provisions restricting assignment of such Credit Party, any agreement entered into in the ordinary course of business; and (vxi) customary are restrictions on dispositions cash or other deposits imposed by customers under contracts entered into in the ordinary course of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationbusiness.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interest or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(e) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Agreement, the other Credit Documents and the Series B Credit Agreement; (ii) this Credit Agreement, applicable law; (iii) Permitted Liens, any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (iv) customary provisions restricting subletting restrictions and conditions in any document or assignment instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and such encumbrances and restrictions are not created in whole or in part for the purpose of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, avoiding the restrictions imposed by this Section 6.9; (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior pursuant to Section 6.1(h), to the date on which extent that such Subsidiary restrictions are not more restrictive, taken as a whole, than the restrictions contained herein; (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (vii) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred entered into in contemplation of such acquisition, and Person becoming a Subsidiary; (viiviii) contractual obligations restrictions on cash or other deposits imposed by customers under contracts entered into in existence the ordinary course of business; (ix) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the Closing Date and set forth on Schedule 6.9 and any extension sale or continuation disposition of the Equity Interests or assets of a Subsidiary pending the closing of such contractual obligationssale or disposition; provided, that, any encumbrance or restriction (x) customary restrictions and conditions contained in any such contractual obligation that is extended or continued shall be no less favorable agreement relating to the Administrative Agent sale, transfer, lease or other disposition of any asset permitted under Section 6.4 pending the consummation of such sale, transfer, lease or other disposition; (xi) any such prohibitions and restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Lenders contracts or obligations referred to in clauses (i) through (x) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those encumbrances and restrictions contained in such contractual contract or obligation prior to such extension amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or continuationrefinancing.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien (provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary restrictions on dispositions non-assignment provisions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Partyleases, subleases, licenses and sublicenses, (vi) any agreement relating restrictions in joint venture and partnership agreements (other than such existing restrictions contained in the charter documents of ESI), (vii) restrictions on property to permitted Indebtedness incurred be transferred or optioned that are or were created by a Subsidiary virtue of such Credit Party prior the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, and (viii) restrictions and conditions applicable to any Subsidiary acquired after the date on which hereof if such restrictions and conditions existed at the time such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedacquired, that, such Indebtedness shall were not be incurred created in contemplation anticipation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior apply solely to such extension or continuationacquired Subsidiary.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such other Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such other Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any other Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon any extension thereof or amend or otherwise modify the Credit Documents, except for such encumbrances or restrictions existing under or by reason of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) so long as any such restriction contained therein relates only to a limitation on the ability of such Person to ▇▇▇▇▇ ▇ ▇▇▇▇ on the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting any document or assignment of instrument governing any lease governing a leasehold interest of Permitted Lien so long as any such Credit Party restriction contained therein relates only to the asset or any Subsidiary of assets subject to such Credit PartyPermitted Lien, (v) customary restrictions on dispositions non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Partybusiness, (vi) obligations that are binding on a Person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, or (vii) customary restrictions contained in an agreement relating to permitted Indebtedness incurred by a Subsidiary Disposition that limit the transfer of encumbrances of the property or assets relating to such Credit Party prior Disposition pending consummation thereof so long as any such restriction contained therein relates only to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension asset or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior assets subject to such extension or continuationDisposition.

Limitation on Restricted Actions. Each The Credit Parties will not permit any Consolidated Party shall not, to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make other distributions or Restricted Payments, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral Property to any Credit Party, or (e) act as a Credit Party and pledge its assets (other than restrictions related Excluded Property) pursuant to transactions being at arm’s length); the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (d) create, incur, assume or suffer to exist any Lien upon in respect of any of the Mortgaged Propertiesmatters referred to in clauses (a)-(d) above and, whether now owned solely with respect to the Medium Term Notes and the Medium Term Indenture, clause (e) above) for such encumbrances or hereafter acquiredrestrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, other than (ii) any Junior Financing Documentation, provided that the encumbrances and restrictions arising under relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Subordinated Note Indenture and the Subordinated Notes, in each case as in effect as of the Closing Date, (iiii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting any document or assignment of instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any lease governing a leasehold interest of such Credit Party restriction contained therein relates only to the asset or any Subsidiary of such Credit Partyassets constructed or acquired in connection therewith, (v) customary restrictions on dispositions the Medium Term Indenture, as in effect as of real property interests found in the Closing Date, and any REA of such Credit Party document or any Subsidiary of such Credit Partyinstrument governing Indebtedness incurred pursuant to Section 8.1(l), (vi) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Subsidiary under Section 8.4(b) pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party sale or (viii) customary restrictions and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction conditions contained in any such contractual obligation that is extended or continued shall be no less favorable to leases and other contracts restricting the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationassignment thereof.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions or pay to any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party (except for waiving or deferring in the ordinary course of business subrogation and reimbursement rights in connection with Guaranty Obligations permitted pursuant to the terms of Section 6.3), (c) make loans or advances to a any Credit Party or any Subsidiary of such Credit Party; Subsidiary, (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); or any Subsidiary, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment the Senior Indenture as in effect on the Effective Date and the Existing Convertible Notes Indenture as in effect on the date of any lease governing a leasehold interest the initial issuance of such Credit Party or any Subsidiary of such Credit Partythe Existing Convertible Notes, (v) customary any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l); provided that (A) such restrictions on dispositions are limited to the respective Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of real property the Dutch Borrower or Alliance AG or the equity interests found in any REA Material Foreign Subsidiary) and (B) other than documents governing Indebtedness in an aggregate amount not to exceed $90,000,000 at any one time outstanding, such restrictions will not include any encumbrance or restriction of such Credit Party or any Subsidiary of such Credit Partythe types described in clauses (a) – (c) above, (vi) encumbrances or restrictions contained in agreements relating only to one or more Immaterial Subsidiaries, (vii) encumbrance or restriction of any agreement relating Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to permitted the asset or assets subject to such Permitted Lien, (viii) any instrument governing Indebtedness incurred or Capital Stock of a Person acquired by a Subsidiary the Company or any of its Subsidiaries as in effect at the time of such Credit Party prior acquisition (except to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, extent such Indebtedness shall not be or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted to be incurred hereunder, (ix) customary non-assignment provisions in contracts and licenses in respect of such contract or license, as the case may be, entered into in the ordinary course of business, (viix) contractual purchase money obligations for property acquired in existence the ordinary course of business and Capital Lease obligations that impose restrictions on the Closing Date and set forth on Schedule 6.9 and any extension property purchased or continuation of leased, provided that such contractual obligations; provided, that, restrictions will not include any encumbrance or restriction contained of the types described in any such contractual obligation that is extended or continued shall be no less favorable clause (a) – (c) above or, in the case of clause (e), applies only to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior assets subject to such extension Liens, (xi) any agreement for the sale or continuationother disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition, and (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments and applicable solely to such joint venture.

Limitation on Restricted Actions. Each Credit Party shall notNo Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction which prohibits or limits of any kind on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions distribution on any of such Person’s capital stock (or other equity interests), (b) pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; Borrower, (bc) make loans or advances to a Credit Party any Borrower or any Subsidiary of such Credit Party; (cd) transfer any of its Properties constituting Collateral property to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) createany Borrower, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under except for (i) applicable law, (ii) encumbrances or restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) Permitted Liensagreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iv) customary provisions restricting subletting agreements of a Person existing at the time such Person is acquired by, merged into or assignment of any lease governing a leasehold interest of such Credit Party consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such Credit Partyagreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (v) customary restrictions on dispositions of real property interests found in connection with any REA of such Credit Party Lien permitted by Section 7.10 or any Subsidiary of document or instrument governing any such Credit PartyLien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (vi) pursuant to customary restrictions and conditions contained in any agreement relating to permitted Indebtedness incurred by a Subsidiary any sale of assets not prohibited hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, sale and (vii) contractual obligations customary non-assignment provisions in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationcontracts.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor (to the extent required by the terms of this Agreement) and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (i) (in respect of any of the Mortgaged Propertiesmatters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (iB) applicable law, (iiC) this Credit Agreementany document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iiiD) Permitted Lienswith respect to any Opco Credit Party and its Restricted Subsidiaries, any Lien permitted under the Opco Credit Agreement or any document or instrument governing any such Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (viE) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary of such Credit Party prior to the date on which such Restricted Subsidiary was acquired by such a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation date or (F) customary restrictions on subletting or assigning leasehold interests of such acquisition, a Credit Party or a Restricted Subsidiary and (viiii) contractual obligations (in existence respect of any of the matters referred to in clauses (a)-(e) above) for such encumbrances or restrictions existing under or by reason of the Opco Credit Agreement and related credit documents as in effect on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationDate.

Limitation on Restricted Actions. Each Credit Party shall The Company will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Loan Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Loan Party; , (bc) make loans or advances to a Credit Party any Loan Party, (d) sell, lease or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral properties or assets to any Loan Party, or (e) act as a Credit Party Guarantor and pledge its assets pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (other than restrictions related in respect of any of the matters referred to transactions being at arm’s length); or in clauses (a) through (d) create, incur, assume above) for such encumbrances or suffer to exist any Lien upon any restrictions existing under or by reason of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable lawthis Agreement and the other Loan Documents, (ii) this Credit AgreementApplicable Law, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to subsection 7.1B(iv), (vii), (xi) and (xii), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or property subject to such Permitted Lien, (v) customary restrictions on dispositions of real property interests found any instrument governing Indebtedness acquired in any REA of such Credit Party or any Subsidiary of such Credit Partyconnection with a Permitted Acquisition, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, so long as such Indebtedness shall was not be incurred in contemplation of such acquisition, (vi) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (vii) contractual obligations in existence on customary restrictions pursuant to an agreement that has been entered into for the Closing Date and set forth on Schedule 6.9 and any extension sale, transfer, lease or continuation of other disposition permitted under this Agreement so long as such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable restrictions apply only to the Administrative Agent property or assets subject to such agreement, and (viii) the Subordinated Debt Documents and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationFirst Lien Credit Agreement.

Limitation on Restricted Actions. Each Credit Party shall not, directly or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make other distributions or pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; (b) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) create, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 to the Disclosure Letter and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuation.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents, incur, assume except for such encumbrances or suffer to exist any Lien upon any restrictions existing under or by reason of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); PROVIDED that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien; PROVIDED that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions any encumbrance or restriction pursuant to an agreement in effect at or entered into on dispositions the Closing Date and reflected on SCHEDULE 6.9 hereto together with any amendment to such agreement or any replacement agreement thereto (to the extent permitted hereunder) so long as any such amendment or replacement agreement is not more disadvantageous to the Credit Parties or any of real property interests found their Subsidiaries, as the case may be, in any REA of such Credit Party or any Subsidiary of such Credit Partymaterial respect than the original agreement as in effect on the Closing Date, (vi) any encumbrance or restriction with respect to a Subsidiary of the Borrower acquired in a Permitted Acquisition pursuant to an agreement relating to permitted any Indebtedness incurred issued by a such Subsidiary of such Credit Party on or prior to the date on which consummation of such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Permitted Acquisition (other than Indebtedness shall not be incurred issued in contemplation of such acquisitionPermitted Acquisition), and (vii) contractual obligations any such encumbrance or restriction consisting of customary non-assignment provisions in existence on leases or licenses governing leasehold interests or licenses, as applicable, to the Closing Date and set forth on Schedule 6.9 and any extension extent such provisions restrict the transfer of the lease or continuation of such contractual obligations; providedlicense, thatas applicable, (viii) any encumbrance or restriction contained relating solely to assets to be sold in any Asset Disposition permitted hereunder and arising pursuant to any sale agreement entered into in connection with such contractual obligation that is extended Asset Disposition and (ix) any document or continued shall be no less favorable agreement governing Indebtedness permitted by Section 6.1(k) or 6.1(o) with respect to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationForeign Subsidiaries.

Limitation on Restricted Actions. Each Credit Party shall The Lead Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) with respect to such Restricted Subsidiary, pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral to a Credit Party (other than restrictions related to transactions being at arm’s length); , or (d) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon any extension thereof or amend or otherwise modify the Credit Documents, except for such encumbrances or restrictions existing under or by reason of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1; provided that any such restriction contained therein are customary for such Indebtedness as determined in the good faith judgment of the Lead Borrower, (iv) customary provisions in leases, licenses, sub-leases, sub-licenses and contracts restricting subletting assignments thereof or assignment restricting the grant of any lease governing a leasehold interest of Liens in such Credit Party lease, license, sub-lease, sub-license or any Subsidiary of such Credit Partyother contract, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien; provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Lead Borrower or assets of the Lead Borrower or any Restricted Subsidiary of the Lead Borrower pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, (vii) any agreement or restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of the Lead Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Lead Borrower, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (ix) with respect to clause (d), restrictions or conditions imposed by any agreement relating to Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other secured Indebtedness permitted Indebtedness incurred by a Subsidiary of this Agreement if such Credit Party prior restrictions or conditions apply only to the date on which property or assets securing such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisitionIndebtedness, and (viix) contractual obligations restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation ordinary course of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationbusiness.

Limitation on Restricted Actions. Each Credit Party shall The Company will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Loan Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Loan Party; , (bc) make loans or advances to a Credit Party any Loan Party, (d) sell, lease or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral properties or assets to any Loan Party, or (e) act as a Credit Party Guarantor and pledge its assets pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (other than restrictions related in respect of any of the matters referred to transactions being at arm’s length); or in clauses (a) through (d) create, incur, assume above) for such encumbrances or suffer to exist any Lien upon any restrictions existing under or by reason of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable lawthis Agreement and the other Loan Documents, (ii) this Credit AgreementApplicable Law, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to subsection 7.1(iv), (vii) and (xi), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or property subject to such Permitted Lien, (v) customary restrictions on dispositions of real property interests found any instrument governing Indebtedness acquired in any REA of such Credit Party or any Subsidiary of such Credit Partyconnection with a Permitted Acquisition, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, so long as such Indebtedness shall was not be incurred in contemplation of such acquisition, (vi) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (vii) contractual obligations in existence on customary restrictions pursuant to an agreement that has been entered into for the Closing Date and set forth on Schedule 6.9 and any extension sale, transfer, lease or continuation of other disposition permitted under this Agreement so long as such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable restrictions apply only to the Administrative Agent property or assets subject to such agreement, and (viii) the Subordinated Debt Documents and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationSecond Lien Credit Agreement.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)‑(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness permitted hereunder; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien (v) under the Subordinated Notes, (vi) (A) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, such Contractual Obligations may be set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (vii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Company, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Company; (viii) are provisions in Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the Equity Interests of such joint venture or other Person entered into in the ordinary course of business; (ix) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions relate only to the assets (or the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto; (x) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party the Company or any Subsidiary Subsidiary; (xi) are customary provisions restricting assignment of such Credit Party, any agreement entered into in the ordinary course of business; and (vxii) customary are restrictions on dispositions cash or other deposits imposed by customers under contracts entered into in the ordinary course of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationbusiness.

Limitation on Restricted Actions. Each Except for conditions and restrictions existing as of the date hereof and described on SCHEDULE 8.11, the Credit Parties will not permit any Consolidated Party shall notto, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Subordinated Note documentation as in effect as of the Closing Date, (iii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting any document or assignment of instrument governing Indebtedness incurred pursuant to Section 8.1(c), PROVIDED, HOWEVER, that any lease governing a leasehold interest of such Credit Party restriction contained therein relates only to the asset or any Subsidiary of such Credit Partyassets constructed or acquired in connection therewith, (v) customary restrictions on dispositions any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien PROVIDED, FURTHER, that no such lien shall encumber any of the Consolidated Parties' fee simple owned real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Partyleasehold assets, (vi) any agreement customary restrictions and conditions contained in agreements relating to Asset Dispositions otherwise permitted Indebtedness incurred by hereunder pending such sale, provided that such restrictions and conditions apply only to the assets which are to be sold (including the assets of a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, being sold) and (vii) contractual obligations customary provisions in existence on leases, licenses and similar contracts restricting the Closing Date and set forth on Schedule 6.9 and subletting, assignment or transfer thereof, or any extension property or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to asset the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationsubject thereof.

Limitation on Restricted Actions. Each The Credit Parties will not permit any Consolidated Party shall notto, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral Property (other than Capital Stock in Joint Ventures) to any Credit Party, or (e) act as a Credit Party and pledge its Property (other than restrictions related Capital Stock in Joint Ventures) pursuant to transactions being at arm’s length); and in accordance with the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (d) create, incur, assume or suffer to exist any Lien upon in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Credit Agreement and the other Credit Documents, (ii) this Credit Agreementthe Subordinated Debt Indentures and Subordinated Notes, as in effect as of the Closing Date, (iii) Permitted Liensapplicable law or regulation, (iv) customary provisions restricting subletting any document or assignment of any lease instrument governing a leasehold interest of such Credit Party or any Subsidiary of such Credit PartyIndebtedness permitted under Section 8.1, (v) customary provided that the encumbrances and restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of any Consolidated Party in such Credit Party prior to document or instrument are no more restrictive than the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those corresponding encumbrances and restrictions contained in the Credit Documents, (v) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such contractual obligation prior restriction contained therein relates only to the asset or assets subject to such extension Permitted Lien, (vii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5 pending the consummation of such sale, (viii) customary non-assignment provisions in contracts or continuation(ix) agreements entered into by Foreign Subsidiaries.

Limitation on Restricted Actions. Each Credit Party shall not, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make any other distributions to the Borrower on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; the Borrower, (bc) make loans or advances to a Credit Party the Borrower, (d) sell, lease or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Party Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (other than restrictions related in respect of any of the matters referred to transactions being at arm’s length); or in clauses (a) through (d) create, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (iiC) this Credit Agreementany Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (viD) any agreement relating to permitted any Indebtedness incurred issued by a Subsidiary of such Credit Party on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the 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 in contemplation of or pursuant to which such Credit Party Person became a Subsidiary or was acquired by the Borrower) and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (viiE) contractual obligations customary non-assignment provisions in existence on leases governing leasehold interests to the Closing Date extent such provisions restrict the transfer of the lease, (ii) any requirement that a non-wholly-owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and set forth on Schedule 6.9 and (iii) a requirement that a Subsidiary give the holders of any extension or continuation Indebtedness of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable Subsidiary not more than thirty days prior written notice of its intention to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior pay a dividend to such extension or continuationits stockholders.

Limitation on Restricted Actions. Each Credit Party shall Whirlpool will not, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction which prohibits or limits of any kind on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions distribution on any of such Person’s capital stock (or other equity interests), (b) pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Loan Party; , (bc) make loans or advances to a Credit any Loan Party or any Subsidiary of such Credit Party; (cd) transfer any of its Properties constituting Collateral property to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) createany Loan Party, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under except for (i) applicable law, (ii) encumbrances or restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) Permitted Liensagreements in existence and as in effect on the Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (iv) customary provisions restricting subletting agreements of a Person existing at the time such Person is acquired by, merged into or assignment of any lease governing a leasehold interest of such Credit Party consolidated with Whirlpool or any Subsidiary or becomes a Subsidiary; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such Credit Partydirection) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (v) customary restrictions on dispositions of real property interests found in connection with any REA of such Credit Party Lien permitted by Section 7.10 or any Subsidiary of document or instrument governing any such Credit PartyLien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (vi) pursuant to customary restrictions and conditions contained in any agreement relating to permitted Indebtedness incurred by a Subsidiary any sale of assets not prohibited hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedsale, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations customary non-assignment provisions in existence contracts, (viii) agreements entered into on or after the Closing Effective Date and set forth on Schedule 6.9 and any extension or continuation containing restrictions of such contractual obligations; provided, that, any encumbrance or restriction contained a type referred to in any such contractual obligation that is extended or continued shall be no clauses (a) through (d) above which are not less favorable to the Administrative Agent Whirlpool and the Lenders its Subsidiaries taken as a whole than those encumbrances and restrictions contained set forth in such contractual obligation prior to such extension or continuationthis Credit Agreement.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien (provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary restrictions on dispositions non-assignment provisions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Partyleases, subleases, licenses and sublicenses, (vi) any agreement relating restrictions in joint venture and partnership agreements, (vii) restrictions on property to permitted Indebtedness incurred be transferred or optioned that are or were created by a Subsidiary virtue of such Credit Party prior the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, (viii) the Senior Unsecured Notes Indenture or other indenture or agreement evidencing Indebtedness permitted under Section 6.1(f), and (ix) restrictions and conditions applicable to any Subsidiary acquired after the date on which hereof if such restrictions and conditions existed at the time such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedacquired, that, such Indebtedness shall were not be incurred created in contemplation anticipation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior apply solely to such extension or continuationacquired Subsidiary.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents, incur, assume or suffer to exist any Lien upon except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(e) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Agreement and the other Credit Documents, (ii) this Credit Agreementapplicable Requirements of Law, (iii) Permitted Lienspursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c), (h) or (j), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or Instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions the assignment of real property interests found or granting of a Lien on a particular lease, sublease, license or contract set forth in any REA such lease, sublease, license or contract entered into in the ordinary course of such Credit Party or any Subsidiary of such Credit Partybusiness, (vi) any agreement restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to a disposition of property or assets permitted Indebtedness incurred by a Subsidiary hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisitiondisposition, and (viiviii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationRevolving Credit Agreement.

Limitation on Restricted Actions. Each The Credit Parties will not permit any Consolidated Party shall not, to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make other distributions or Restricted Payments, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral Property to any Credit Party, or (e) act as a Credit Party and pledge its assets (other than restrictions related Excluded Property) pursuant to transactions being at arm’s length); the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (d) create, incur, assume or suffer to exist any Lien upon in respect of any of the Mortgaged Propertiesmatters referred to in clauses (a)-(d) above and, whether now owned solely with respect to the Medium Term Notes and the Medium Term Indenture, clause (e) above) for such encumbrances or hereafter acquiredrestrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, other than (ii) any Junior Financing Documentation, provided that the encumbrances and restrictions arising under relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Subordinated Note Indenture and the Subordinated Notes, in each case as in effect as of the Closing Date, (iiii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting any document or assignment of instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any lease governing a leasehold interest of such Credit Party restriction contained therein relates only to the asset or any Subsidiary of such Credit Partyassets constructed or acquired in connection therewith, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Partythe Medium Term Notes and the Medium Term Indenture, (vi) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted Indebtedness incurred by a Subsidiary under Section 8.4(b) pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party sale or (viii) customary restrictions and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction conditions contained in any such contractual obligation that is extended or continued shall be no less favorable to leases and other contracts restricting the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationassignment thereof.

Limitation on Restricted Actions. Each No Credit Party shall notwill, directly or indirectly, nor will it permit its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its capital stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) creategrant Liens on or security interests in its assets, incur, assume except for such encumbrances or suffer to exist any Lien upon any restrictions existing under or by reason of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) this Credit Agreement and the other Credit Documents, (ii) the Fifty Million Credit Agreement and the other Credit Documents (as defined in the Fifty Million Credit Agreement), (iii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting any document or assignment of instrument governing Indebtedness incurred pursuant to Section 8.1(d), provided that any lease governing a leasehold interest of such Credit Party restriction contained therein relates only to the fixed asset or any Subsidiary of such Credit Partyassets purchased in connection therewith, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted Indebtedness incurred by a Subsidiary under Section 8.5 pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedsale, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date Amended and set forth on Schedule 6.9 Restated Revolving Credit Agreement, dated as of August 29, 1997, between Covance Biotechnology Services Inc. and any extension Bank of America, N.A., formerly NationsBank, N.A or continuation (viii) the Master Lease Agreement, dated as of such contractual obligations; providedMay 27, that1999, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent between Chase Equipment Leasing, Inc., a New York corporation, and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationBorrower.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Propertiesmatters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under, whether now owned or hereafter acquiredby reason of, other than encumbrances and restrictions arising under (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 7.1(c) or 7.1(h); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien; provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit PartyChartered Vessel Document, (vi) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (vii) any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (viii) any agreement relating to permitted Indebtedness incurred by for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition, (ix) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis and (x) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Credit Party prior acquisition (except to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, extent such Indebtedness shall not be or Capital Stock was incurred in connection with or in contemplation of such acquisition), and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any which encumbrance or restriction contained is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, provided that, in any the case of Indebtedness, such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationIndebtedness was permitted by Section 7.1.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(e) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Agreement and the other Credit Documents, (ii) this Credit Agreementapplicable Requirements of Law, (iii) Permitted Lienspursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or Instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions the assignment of real property interests found or granting of a Lien on a particular lease, sublease, license or contract set forth in any REA such lease, sublease, license or contract entered into in the ordinary course of such Credit Party or any Subsidiary of such Credit Partybusiness, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary restrictions on the pledge of such Credit Party prior to interests in or assets of joint ventures contained in the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisitionapplicable joint venture agreement, and (vii) contractual obligations in existence on customary restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the Closing Date and set forth on Schedule 6.9 and any extension or continuation consummation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationdisposition.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancing, assume exchanges, refunding or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(e) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Agreement and the other Credit Documents, (ii) this Credit Agreementapplicable Requirements of Law, (iii) Permitted Lienspursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c) or (h), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or Instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions the assignment of real property interests found or granting of a Lien on a particular lease, sublease, license or contract set forth in any REA such lease, sublease, license or contract entered into in the ordinary course of such Credit Party or any Subsidiary of such Credit Partybusiness, (vi) any agreement restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to a disposition of property or assets permitted Indebtedness incurred by a Subsidiary hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisitiondisposition, and (viiviii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationthe Revolving Credit Agreement.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions or pay to any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party (except for waiving or deferring in the ordinary course of business subrogation and reimbursement rights in connection with Guaranty Obligations permitted pursuant to the terms of Section 6.3), (c) make loans or advances to a any Credit Party or any Subsidiary of such Credit Party; Subsidiary, (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); or any Subsidiary, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment the Senior Indenture as in effect on the Effective Date and the Convertible Notes Indenture as in effect on the date of any lease governing a leasehold interest the initial issuance of such Credit Party or any Subsidiary of such Credit Partythe Convertible Notes, (v) customary any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l); provided that (A) such restrictions on dispositions are limited to the respective Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of real property the Dutch Borrower or Alliance AG or the equity interests found in any REA Material Foreign Subsidiary) and (B) other than documents governing Indebtedness in an aggregate amount not to exceed $90,000,000 at any one time outstanding, such restrictions will not include any encumbrance or restriction of such Credit Party or any Subsidiary of such Credit Partythe types described in clauses (a) – (c) above, (vi) encumbrances or restrictions contained in agreements relating only to one or more Immaterial Subsidiaries, (vii) encumbrance or restriction of any agreement relating Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to permitted the asset or assets subject to such Permitted Lien, (viii) any instrument governing Indebtedness incurred or Capital Stock of a Person acquired by a Subsidiary the Company or any of its Subsidiaries as in effect at the time of such Credit Party prior acquisition (except to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, extent such Indebtedness shall not be or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted to be incurred hereunder, (ix) customary non-assignment provisions in contracts and licenses in respect of such contract or license, as the case may be, entered into in the ordinary course of business, (viix) contractual purchase money obligations for property acquired in existence the ordinary course of business and Capital Lease obligations that impose restrictions on the Closing Date and set forth on Schedule 6.9 and any extension property purchased or continuation of leased, provided that such contractual obligations; provided, that, restrictions will not include any encumbrance or restriction contained of the types described in any such contractual obligation that is extended or continued shall be no less favorable clause (a) – (c) above or, in the case of clause (e), applies only to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior assets subject to such extension Liens, and (xi) any agreement for the sale or continuationother disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions or to any Credit Party on its Equity Interests, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents, incur, assume or suffer to exist any Lien upon except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensrestrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien; provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions and conditions contained in agreements relating to the sale of real property interests found in any REA Equity Interests or assets of such Credit Party or any Subsidiary of pending such Credit Partysale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement relating to permitted Indebtedness incurred by in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such Credit Party prior to the date on which such Subsidiary agreement was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred entered into in contemplation of such acquisitionPerson becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (viix) contractual obligations customary restrictions entered into in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation ordinary course of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation business with respect to Intellectual Property that is extended or continued shall be no less favorable limit the ability to the Administrative Agent and the Lenders than those encumbrances and restrictions contained grant a security interest in such contractual obligation prior to such extension or continuationIntellectual Property.

Limitation on Restricted Actions. Each of the Credit Party shall Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents, incur, assume or suffer to exist any Lien upon except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(e) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Agreement and the other Credit Documents, (ii) this Credit Agreementapplicable Requirements of Law, (iii) Permitted Lienspursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c), (h) or (j), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or Instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions the assignment of real or granting of a Lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, (▇▇) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to a disposition of property interests found in any REA or assets permitted hereunder pending the consummation of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisitiondisposition, and (viiviii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationRevolving Credit Agreement.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien (provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (v) restrictions on dispositions in joint venture and partnership agreements (other than such existing restrictions contained in the charter documents of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit PartyESI), (vi) any agreement relating restrictions on property to permitted Indebtedness incurred be transferred or optioned that are or were created by a Subsidiary virtue of such Credit Party prior the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, and (vii) restrictions and conditions applicable to any Subsidiary acquired after the date on which hereof if such restrictions and conditions existed at the time such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedacquired, that, such Indebtedness shall were not be incurred created in contemplation anticipation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior apply solely to such extension or continuationacquired Subsidiary.

Limitation on Restricted Actions. Each Credit Party shall not, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; the Borrower, (bc) make loans or advances to a Credit Party the Borrower, (d) sell, lease or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Party Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (other than restrictions related in respect of any of the matters referred to transactions being at arm’s length); or in clauses (a) through (d) create, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Credit Documents, (B) applicable law, (iiC) this Credit Agreementany Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (viD) any agreement relating to permitted any Indebtedness incurred issued by a Subsidiary of such Credit Party on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the 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 in contemplation of or pursuant to which such Credit Party Person became a Subsidiary or was acquired by the Borrower) and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (viiE) contractual obligations customary non-assignment provisions in existence on leases governing leasehold interests to the Closing Date and set forth on Schedule 6.9 and extent such provisions restrict the transfer of the lease, (ii) any extension requirement that a Non-Wholly-Owned Subsidiary make dividend or continuation other distribution to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such contractual obligations; providedSubsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders and (iv) (in respect of the matters referred to in clauses (a) and (d) above) restrictions on sales, thatleases or transfers of all or substantially all of the assets of any Subsidiary that has guaranteed the Borrower’s obligations under the Senior Notes during an event of default thereunder, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any encumbrance or restriction contained in any such contractual obligation Subsidiary that is extended or continued shall be no less favorable to has guaranteed the Administrative Agent and Borrower’s obligations under the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationSenior Notes.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)‑(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness permitted hereunder; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien (v) (A) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, such Contractual Obligations may be set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (vi) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Company, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Company; (vii) are provisions in Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the Equity Interests of such joint venture or other Person entered into in the ordinary course of business; (viii) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions relate only to the assets (or the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto; (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party the Company or any Subsidiary Subsidiary; (x) are customary provisions restricting assignment of such Credit Party, any agreement entered into in the ordinary course of business; and (vxi) customary are restrictions on dispositions cash or other deposits imposed by customers under contracts entered into in the ordinary course of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationbusiness.

Limitation on Restricted Actions. Each Credit Party shall notNo Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction which prohibits or limits of any kind on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions distribution on any of such Person’s capital stock (or other equity interests), (b) pay any Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; Borrower, (bc) make loans or advances to a Credit Party any Borrower or any Subsidiary of such Credit Party; (cd) transfer any of its Properties constituting Collateral property to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) createany Borrower, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under except for (i) applicable law, (ii) encumbrances or restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) Permitted Liensagreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (iv) customary provisions restricting subletting agreements of a Person existing at the time such Person is acquired by, merged into or assignment of any lease governing a leasehold interest of such Credit Party consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such Credit Partyagreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (v) customary restrictions on dispositions of real property interests found in connection with any REA of such Credit Party Lien permitted by Section 7.10 or any Subsidiary of document or instrument governing any such Credit PartyLien, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien, (vi) pursuant to customary restrictions and conditions contained in any agreement relating to permitted Indebtedness incurred by a Subsidiary any sale of assets not prohibited hereunder pending the consummation of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; providedsale, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations customary non-assignment provisions in existence contracts, (viii) agreements entered into on or after the Closing Effective Date and set forth on Schedule 6.9 and any extension or continuation containing restrictions of such contractual obligations; provided, that, any encumbrance or restriction contained a type referred to in any such contractual obligation that is extended or continued shall be no clauses (a) through (d) above which are not less favorable to the Administrative Agent Whirlpool and the Lenders its Subsidiaries taken as a whole than those encumbrances and restrictions contained set forth in such contractual obligation prior to such extension or continuationthis Credit Agreement.

Limitation on Restricted Actions. Each Credit Party shall The Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) with respect to such Restricted Subsidiary, pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral to a Credit Party (other than restrictions related to transactions being at arm’s length); , or (d) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon any extension thereof or amend or otherwise modify the Credit Documents, except for such encumbrances or restrictions existing under or by reason of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) this Agreement and the other Credit Documents, (ii) applicable law, (ii) this Credit Agreement, (iii) Permitted Liensany document or instrument governing Indebtedness incurred pursuant to Section 6.1; provided that any such restriction contained therein are customary for such Indebtedness as determined in the good faith judgment of the Borrower, (iv) customary provisions in leases, licenses, sub-leases, sub-licenses and contracts restricting subletting assignments thereof or assignment restricting the grant of any lease governing a leasehold interest of Liens in such Credit Party lease, license, sub-lease, sub-license or any Subsidiary of such Credit Partyother contract, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien; provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Borrower or assets of the Borrower or any Restricted Subsidiary of the Borrower pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, (vii) any agreement or restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (ix) with respect to clause (d), restrictions or conditions imposed by any agreement relating to Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other secured Indebtedness permitted Indebtedness incurred by a Subsidiary of this Agreement if such Credit Party prior restrictions or conditions apply only to the date on which property or assets securing such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisitionIndebtedness, and (viix) contractual obligations restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation ordinary course of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationbusiness.

Limitation on Restricted Actions. Each The Credit Party shall Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interest or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (bc) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (cd) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (de) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, assume exchanges, refundings or suffer to exist any Lien upon extension thereof, except (in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(e) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Agreement, the other Credit Documents and the Series A Credit Agreement; (ii) this Credit Agreement, applicable law; (iii) Permitted Liens, any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (iv) customary provisions restricting subletting restrictions and conditions in any document or assignment instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and such encumbrances and restrictions are not created in whole or in part for the purpose of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, avoiding the restrictions imposed by this Section 6.9; (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior pursuant to Section 6.1(h), to the date on which extent that such Subsidiary restrictions are not more restrictive, taken as a whole, than the restrictions contained herein; (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (vii) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred entered into in contemplation of such acquisition, and Person becoming a Subsidiary; (viiviii) contractual obligations restrictions on cash or other deposits imposed by customers under contracts entered into in existence the ordinary course of business; (ix) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the Closing Date and set forth on Schedule 6.9 and any extension sale or continuation disposition of the Equity Interests or assets of a Subsidiary pending the closing of such contractual obligationssale or disposition; provided, that, any encumbrance or restriction (x) customary restrictions and conditions contained in any such contractual obligation that is extended or continued shall be no less favorable agreement relating to the Administrative Agent sale, transfer, lease or other disposition of any asset permitted under Section 6.4 pending the consummation of such sale, transfer, lease or other disposition; (xi) any such prohibitions and restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Lenders contracts or obligations referred to in clauses (i) through (x) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those encumbrances and restrictions contained in such contractual contract or obligation prior to such extension amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or continuationrefinancing.

Limitation on Restricted Actions. Each The Credit Parties will not permit any Consolidated Party shall not, to (a) directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (ai) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; , (biii) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; , (civ) sell, lease or transfer any of its Properties constituting Collateral properties or assets to a any Credit Party (other than restrictions related to transactions being at arm’s length); Party, or (dv) createact as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, incurrefinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (C) the indenture pursuant to which the Subordinated Notes are issued (as in existence on the Closing Date) or (D) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c) or 8.1(g), PROVIDED, HOWEVER, that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; and provided, further, that no such lien shall encumber any of the Consolidated Parties' fee simple owned real property or leasehold assets, or (b) enter into, assume or suffer become subject to exist any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of the Mortgaged Propertiesits properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other than encumbrances and restrictions arising under obligation, except (i) applicable lawpursuant to this Credit Agreement and the other Credit Documents, (ii) this Credit Agreement, the indenture pursuant to which the Subordinated Notes are issued (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations as in existence on the Closing Date Date) and set forth on Schedule 6.9 and (iii) pursuant to any extension document or continuation of instrument governing Indebtedness incurred pursuant to Section 8.1(c) or 8.1(g), PROVIDED, HOWEVER, that any such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable therein relates only to the Administrative Agent and the Lenders than those encumbrances and restrictions contained asset or assets constructed or acquired in such contractual obligation prior to such extension or continuationconnection therewith.

Limitation on Restricted Actions. Each Credit The Borrower will not permit any Consolidated Party shall notto, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of any such Credit Party or any Subsidiary of such Credit Party Person to (a) pay dividends or make any other distributions to any Consolidated Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Consolidated Party; , (bc) make loans or advances to a Credit Party any Consolidated Party, or any Subsidiary of such Credit Party; (cd) sell, lease or transfer any of its Properties constituting Collateral to a Credit Party Property (other than restrictions related Capital Stock in Joint Ventures) to transactions being at arm’s length); or any Consolidated Party, except (d) create, incur, assume or suffer to exist any Lien upon in respect of any of the Mortgaged Properties, whether now owned matters referred to in clauses (a)-(d) above) for such encumbrances or hereafter acquired, other than encumbrances and restrictions arising existing under or by reason of (i) applicable lawthis Credit Agreement or the other Credit Documents, (ii) this Credit Agreementapplicable law or regulation, (iii) Permitted Liensany document or instrument governing Indebtedness permitted under Section 7.1, provided that either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the Board of Directors of the Borrower in good faith than the provisions contained in the Opco Credit Agreement Documents or (B) any encumbrance or restriction contained in such Indebtedness does not affect the Borrower’s ability to make payments of interest and scheduled payments of principal in respect of the Loans, in each case as and when due, as determined by the Board of Directors of the Borrower in good faith, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party Permitted Lien or any Subsidiary of document or instrument governing any Permitted Lien, provided that any such Credit Partyrestriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions on dispositions of real property interests found and conditions contained in any REA agreement relating to the sale of any Property permitted under Section 7.5 pending the consummation of such Credit Party or any Subsidiary of such Credit Partysale, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred customary non-assignment provisions in contemplation of such acquisition, and contracts or (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationagreements entered into by Foreign Subsidiaries.

Limitation on Restricted Actions. Each Credit Party shall not, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction which prohibits or limits on the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to a Credit Party or any Subsidiary of such Credit Party; the Borrower, (bc) make loans or advances to a Credit Party the Borrower, (d) sell, lease or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Party Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (other than restrictions related in respect of any of the matters referred to transactions being at arm’s length); or in clauses (a) through (d) create, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (iiC) this Credit Agreementany Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (viD) any agreement relating to permitted any Indebtedness incurred issued by a Subsidiary of such Credit Party on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the 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 in contemplation of or pursuant to which such Credit Party Person became a Subsidiary or was acquired by the Borrower) and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (viiE) contractual obligations customary non-assignment provisions in existence on leases governing leasehold interests to the Closing Date extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and set forth on Schedule 6.9 and (iii) a requirement that a Subsidiary give the holders of any extension or continuation Indebtedness of such contractual obligations; providedSubsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, thatand except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any encumbrance or restriction contained in any such contractual obligation Subsidiary that is extended or continued shall be no less favorable to has guaranteed the Administrative Agent and Borrower’s obligations under the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuationSenior Notes.