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

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any SubsidiarySubsidiary of Borrower, or pay any Indebtedness owed to Borrower or a Subsidiary, Subsidiary of Borrower; (b) make loans or advances to Borrower or any Subsidiary of Borrower’s Subsidiaries; or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes Borrower or a Subsidiary of Borrower, so long as such (iv) existing restrictions under Indebtedness existing on the Closing Date and described in Schedule 6.01 attached hereto, (v) restrictions with respect solely to any Subsidiary of Holdings imposed pursuant to a binding agreement was not which has been entered into for the sale or disposition of 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, (vi) in connection with and pursuant to refinancings permitted under this Agreement, replacements of restrictions imposed pursuant to clause (iv) or this clause (vi) that are not more restrictive taken as a whole than those being replaced and do not apply to any other person or assets other than those that would have been covered by the restrictions in contemplation of such person becoming a Subsidiary of Borrower; the Indebtedness so refinanced or replaced, or (viiivii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions with respect to the disposition or distribution of assets in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements relating solely to the extent of the Equity Interests of or property held in the assets subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingagreement.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Foreign Subsidiary) to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any other Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiaryany other Subsidiary (except such restrictions as are approved in writing and in advance by the Administrative Agent), (b) make loans or advances to Borrower or any Subsidiary of Borrower’s other Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower’s other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iiiiii)(A) the Convertible Senior Note Documents, (B) the Qualified Senior Note Documents, (C) the Senior Unsecured Note Documents and (D) the 2007 Senior Unsecured Convertible Note Documents;; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any other Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset 134 or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Closing Date in accordance with the provisions of this Agreement, the Prior Credit Agreement or the Original Credit Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes is a Subsidiary of BorrowerSubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of BorrowerSubsidiary; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture Joint Venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture Joint Venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any Subsidiary, or pay any Indebtedness owed to Borrower Holdings or a SubsidiarySubsidiary except to the extent such Indebtedness is expressly subordinated to the Loans, (b) make loans or advances to Borrower Holdings or any Subsidiary or (c) transfer any of its properties to Borrower Holdings or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) any Permitted Additional Notes; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer or encumbrance of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.05 or the sale of any property permitted under Section 6.06 pending the consummation of such transaction or sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerHoldings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of BorrowerHoldings; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings Refinancings that are otherwise permitted by the Loan Documents of or the contracts, instruments or obligations referred to in clause clauses (viiii), (iii), (vi), (viii) or (xi) above; provided that such amendments or refinancings Refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingRefinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Documents; Documents or the Existing Notes, the Other Permitted Subordinated Debt or any indenture relating thereto, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (ivvi) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (vi) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Closing Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; this Agreement, (vii) any agreement in effect restriction relating to Indebtedness of a Subsidiary and existing at the time such Subsidiary becomes it became a Subsidiary of Borrower, so long as if such agreement restriction was not entered into created in connection with or in contemplation anticipation of the transaction or series of transactions pursuant to which such person becoming Subsidiary became a Subsidiary of Borrower; or was acquired by the Borrower or any Subsidiary, and (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset any restrictions with respect to assets contractually committed to be sold as long as such sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthis Agreement.

Limitation on Certain Restrictions on Subsidiaries. Directly No Credit Party shall, nor shall it permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than an Unrestricted Subsidiary) to (a) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by Borrower the Company or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower the Company or a any Subsidiary, (b) make loans or advances to Borrower the Company or any Subsidiary of its Subsidiaries or (c) transfer any of its properties to Borrower the Company or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Applicable Law; (ii) this Agreement and Indenture, the other Loan Equity Documents and/or Indenture Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiaryinterest; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 4.29 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 4.32 pending the consummation of such sale; , (vii) contractual arrangements or covenants described on Schedule 4.31 to the Indenture and, in the case that such arrangements or covenants are in regards to Indebtedness, any Permitted Refinancing thereof (to the extent permitted under Section 4.30 hereof) and in the case of arrangements or covenants that do not involve Indebtedness, any agreement in effect evidencing any renewal or extension thereof to the extent permitted hereunder, (viii) such restrictions that are binding on a Credit Party at the time such Subsidiary Credit Party first becomes a Subsidiary of BorrowerSubsidiary, so long as such agreement was contractual obligations were not entered into in connection with or in contemplation of the acquisition whereby such person becoming a Subsidiary of Borrower; was acquired and so long as such restrictions only apply to such Credit Party, (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, are customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into or written arrangements applicable to such joint ventures, in each case, to the ordinary course of business extent that restrict the transfer of ownership interests such joint ventures are permitted hereunder, (x) are customary restrictions in such partnershipleases, limited liability company subleases, licenses, sublicenses, asset sale or similar person; agreements, including with respect to Intellectual Property and other similar agreements, in each case, to the extent such leases, subleases, licenses, sublicenses, asset sale or similar agreements are permitted under this Indenture and so long as such restrictions relate solely to the assets subject thereto, (ixxi) restrictions on are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Credit Party, (xii) arise in connection with cash deposits or other deposits or net worth imposed by suppliers or landlords permitted under contracts Section 4.29 to the extent that such restriction shall only be in regards to such deposit(s), (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; , (xxiv) the obligations under any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements Hedge Contracts permitted hereunder solely to the extent that such restriction is in regards to the cash collateral permitted to secure such Hedge Contract under Section 4.29(u) hereof, or (xv) arise under any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Section 4.30 if the restrictions are not more restrictive than those set forth in this Indenture and do not otherwise impair the ability of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred Credit Parties to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingperform their Obligations.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary or (c) transfer any of its properties to the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw or banking, financial institution or other regulation; (ii) this Agreement and the other Loan Credit Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting 6.3 may restrict the transfer of the property asset or assets subject thereto; (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 6.5 pending the consummation of such sale; and (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Second Lien Agreement; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ ' obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any other Subsidiary, or pay any Indebtedness owed to Borrower or a any other Subsidiary, (b) make loans or advances to Borrower or any Subsidiary of Borrower or (c) transfer any of its properties to Borrower or any SubsidiarySubsidiary of Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest of a SubsidiaryBorrower or any Subsidiary of Borrower; (ivv) customary provisions restricting assignment of any agreement (including any Investment permitted hereunder) entered into by a Borrower or any Subsidiary of Borrower in the ordinary course of business; (vvi) the right of any holder of a Lien permitted by Section 6.02 restricting to restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerSubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrowerand such agreement does not affect any other Company; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of LawLegal Requirements; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting placing a lien on or subletting, or sublicensing, or assignment of any lease or license governing a license or leasehold interest of a Subsidiaryinterest; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any (1) software license or (2) agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar personPerson; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the person Person or the properties or assets of the person Person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xii) restrictions contained in Indebtedness permitted pursuant to Sections 6.01(c), (f), (o) and (v), in each case, to the extent no more restrictive to Borrower and its Subsidiaries than the covenants contained in this Agreement; provided that any such restriction imposed by Subordinated Indebtedness permitted pursuant to Section 6.01(o) shall be less restrictive than those in this Agreement in a manner consistent with customary restrictions in senior and subordinated debt instruments or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (vii) or (xii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement Agreement, the other Credit Documents and in connection with the Xxxxxx Receivables, and Xxxxxxx Xxxxx Receivables, the Xxxxxx Receivables Purchase Facility and the other Loan Documents; Xxxxxxx Xxxxx Receivables Purchase Facility respectively, (iii) the DFS Inventory Finance Facility and the IBM Inventory Finance Facility, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; , and (vvi) any holder of a Lien permitted by Section 6.02 customary provisions restricting the transfer of the property assets subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property Liens permitted under Section 6.06 pending the consummation of such sale; Sections 8.03(k), (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (bl) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingn).

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xiixi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viii) through (x) above; provided that such amendments or refinancings are are, in the good faith judgment of Holdings' Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by a Borrower or any Subsidiaryother Subsidiary of a Borrower, or pay any Indebtedness owed to a Borrower or any other Subsidiary of a SubsidiaryBorrower, (b) make loans or advances to a Borrower or any other Subsidiary of a Borrower or (c) transfer any of its properties to a Borrower or any Subsidiary, other Subsidiary of a Borrower except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a SubsidiaryBorrower or any other Subsidiary of a Borrower; (iv) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Subsidiary of a Borrower in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes is a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of a Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) customary restrictions on cash and conditions contained in purchase money Indebtedness or other deposits Capital Leases, to the extent such Indebtedness or net worth imposed by suppliers Capital Lease is permitted to be incurred; or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Parent or any SubsidiarySubsidiary of the Parent, or pay any Indebtedness owed to Borrower the Parent or a SubsidiarySubsidiary of the Parent, (b) make loans or advances to Borrower the Parent or any Subsidiary of the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Borrower the Parent or any Subsidiaryof the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the Other Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other Other Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent or a Subsidiary; Subsidiary of the Parent, (ivv) customary provisions restricting assignment of any agreement entered into by the Parent or a Subsidiary of the Parent in the ordinary course of business; , (vvi) any holder of a Permitted Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (vivii) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Original Effective Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthis Agreement, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale Non-Recourse Indebtedness; and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances the 2014 Newbuilding Holdco and restrictions than those prior to such amendment or refinancingthe 2014 Newbuilding Vessel Subsidiaries, the BlueMountain Parent Indebtedness and the Permitted 2014 Newbuilding Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) prior to the Closing Date, the Existing Notes, (iv) the ABL Facility Documents (and any Permitted Refinancing thereof); (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivvi) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvii) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (viviii) restrictions contained in any documents governing any Indebtedness incurred after the Effective Date, which is expressly permitted to be incurred under this Agreement which are not more restrictive in any material respect than those contained in the ABL Facility Documents (and any Permitted Refinancing thereof); (ix) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiixi) without affecting the Loan Parties’ obligations under Section 5.115.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixxii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxiii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixiv) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xv) agreements governing any Incremental Equivalent Debt (and any Permitted Refinancing thereof); (xvi) agreements governing any Refinancing Equivalent Debt (and any Permitted Refinancing thereof) or (xiixvii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) abovethis Section 6.11; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any Restricted Subsidiary, or pay any Indebtedness owed to the Borrower or a any Restricted Subsidiary, (b) make loans or advances to the Borrower or any Restricted Subsidiary or (c) transfer any of its properties or assets to the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) agreements which (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary is acquired by the Borrower or any Restricted Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a the Borrower or any Restricted Subsidiary; , (ivvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any Restricted Subsidiary is the licensee) or other contract entered into by a the Borrower or any Restricted Subsidiary in the ordinary course of business; , (vvii) restrictions on the transfer of any holder asset or any Restricted Subsidiary pending the close of the sale of such asset or such Restricted Subsidiary, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting 6.01(iii), (vi), (vii), (xv), (xvi), (xviii), (xix), (xx), (xxv), (xxvii), (xxviii), (xxix), (xxx) and (xxxi); provided that such restrictions are limited to the transfer applicable individual agreements and/or the property or assets subject to such agreements, (ix) customary provisions applicable to a Securitization Entity; provided that such restrictions are limited to the applicable individual agreements and/or the property or assets subject to such agreements, (x) provisions in documentation with respect to the Second Lien Senior Subordinated PIK Toggle Notes, Permitted External Refinancing Debt or any Permitted Refinancing of the property subject thereto; (vi) customary restrictions and conditions contained foregoing, in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowereach case, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other are no more restrictive than the person or the properties or assets of the person so acquired; corresponding provisions hereof and (xi) in provisions pursuant to the case terms of any joint venture which is Permitted Funding Indebtedness or any Non-Recourse Indebtedness providing for financial covenants or limitations on affiliate transactions, mergers, consolidations, transfers of all or substantially all assets or other fundamental changes, in each case so long as such provisions are determined in good faith by the Borrower to be customary for such financing and the applications of such provisions will not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to materially affect the extent ability of the Equity Interests of Borrower to pay the principal or property held in interest on the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingLoans.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any SubsidiarySubsidiary of Borrower, or pay any Indebtedness owed to Borrower or a SubsidiarySubsidiary of Borrower, (b) make loans or advances to Borrower or any Subsidiary of Borrower’s Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or a SubsidiarySubsidiary of Borrower; (ivv) customary provisions restricting assignment of any agreement entered into by Borrower or a Subsidiary of Borrower in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting 6.02, may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 6.04 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture ven ture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements agreement solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Parent or any SubsidiarySubsidiary of the Parent, or pay any Indebtedness owed to Borrower the Parent or a SubsidiarySubsidiary of the Parent, (b) make loans or advances to Borrower the Parent or any Subsidiary of the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Borrower the Parent or any Subsidiaryof the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the Other Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other Other Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent or a Subsidiary; Subsidiary of the Parent, (ivv) customary provisions restricting assignment of any agreement entered into by the Parent or a Subsidiary of the Parent in the ordinary course of business; , (vvi) any holder of a Permitted Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (vivii) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Original Effective Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthis Agreement, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11Non-Recourse Indebtedness, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances the 2014 Newbuilding Holdco and restrictions than those prior to such amendment or refinancingthe 2014 Newbuilding Vessel Subsidiaries, the BlueMountain Parent Indebtedness and the Permitted 2014 Newbuilding Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by U.S. Borrower or any Subsidiary, or pay any Indebtedness owed to U.S. Borrower or a Subsidiary, (b) make loans or advances to U.S. Borrower or any Subsidiary or (c) transfer any of its properties to U.S. Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section SECTION 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section SECTION 6.06 pending the consummation of such sale; (viiviii) any agreement applicable to such Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of U.S. Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale sales and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided PROVIDED that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; or (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; PROVIDED that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of U.S. Borrower, materially impair either Borrower's ability to make payment on the Obligations when due.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Restricted Subsidiary, or pay any Indebtedness owed to Borrower or a Restricted Subsidiary, (b) make loans or advances to Borrower or any Restricted Subsidiary or (c) transfer any of its properties to Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Restricted Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Restricted Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower; (viii) without affecting the Loan Parties’ Borrower or any Restricted Subsidiary’s obligations under Section 5.115.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; or (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by Borrower or any Restricted Subsidiary, or pay any Indebtedness owed to Borrower or a Restricted Subsidiary, (b) make loans or advances to Borrower or any Restricted Subsidiary or (c) transfer any of its properties to Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Indenture as in effect on the date hereof (or as amended as permitted under Section 6.09) or related documents (or any agreement relating to any refinancing or replacement of Indebtedness outstanding under the Indenture that is permitted hereunder); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or a Restricted Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any Restricted Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.115.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xiii) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (xiv) encumbrances, restrictions or conditions in any Indebtedness permitted pursuant to Section 6.01 to the extent such restrictions or conditions are on market terms as determined in good faith by the Board of Directors of Borrower and do not restrict or prohibit compliance by the Companies with their respective obligations under the Loan Documents; or (xiixv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (iv), (viii), (xi), (xii) and (xiv) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) [intentionally omitted]; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (iv) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Documents; , (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; , (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; thereto and (vivii) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Closing Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthis Agreement.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Initial Funding Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (x) restrictions included in the Receivables Purchase Agreement or (xiixi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any SubsidiarySubsidiary of Borrower, or pay any Indebtedness owed to Borrower or a SubsidiarySubsidiary of Borrower, (b) make loans or advances to Borrower or any Subsidiary of Borrower’s Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or a SubsidiarySubsidiary of Borrower; (ivv) customary provisions restricting assignment of any agreement entered into by Borrower or a Subsidiary of Borrower in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 6.04 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements agreement solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any SubsidiarySubsidiary of Borrower, or pay any Indebtedness owed to Borrower or a SubsidiarySubsidiary of Borrower, (b) make loans or advances to Borrower or any Subsidiary of Borrower's Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or a SubsidiarySubsidiary of Borrower; (ivv) customary provisions restricting assignment of any agreement entered into by Borrower or a Subsidiary of Borrower in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 6.04 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents 's organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements agreement solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the 2004 Convertible Notes or the 2010 Convertible Notes; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) aboveParty, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xiii) any customary restrictions imposed by any document or instrument evidencing, governing or securing any Indebtedness permitted by Section 6.01(f) or (xiik) reasonably believed by Borrower to be necessary in connection with the incurrence thereof; (xiv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) aboveor (viii) above and (xv) any encumbrances or restrictions imposed by the Cash Confirmation; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any SubsidiarySubsidiary of Holdings, or pay any Indebtedness owed to Borrower Holdings or a Subsidiaryany Subsidiary of Holdings, (b) make loans or advances to Borrower Holdings or any Subsidiary of Holdings or (c) transfer any of its properties or assets to Borrower Holdings or any SubsidiarySubsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Documents; , (iii) the Borrower Senior Subordinated Note Documents and the Holdings Senior Discount Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; Holdings or any Subsidiary of Holdings, (ivv) customary provisions restricting assignment of any licensing agreement entered into by a Holdings or any Subsidiary of Holdings in the ordinary course of business; , (vvi) restrictions on the transfer of any holder of asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; Sections 8.01(vi), (vivii), (xiii), (xiv), (xvii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (xviii), (vii) restrictions which are imposed on any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, the Borrower acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such agreement was restrictions are not entered into applicable to any Subsidiary of the Borrower other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such person becoming a Subsidiary of Borrower; Permitted Acquisition, (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict restrictions on the transfer of ownership interests in any asset pending the close of the sale of such partnershipasset, limited liability company or similar person; (ix) restrictions which are imposed on cash or other deposits or net worth imposed any Foreign Subsidiary of the Borrower to the extent such restrictions are set forth in any Indebtedness incurred by suppliers or landlords under contracts entered into in the ordinary course of business; (xsuch Foreign Subsidiary pursuant to Section 8.04(xiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is so long as such restrictions are not applicable to any person, or Subsidiary of the properties or assets of any person, Borrower other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) Foreign Subsidiary that has incurred such Indebtedness and (cx) above, customary restrictions set forth in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely entered in connection with an Investment made pursuant to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingSection 8.05(xviii).

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by U.S. Borrower or any Subsidiary, or pay any Indebtedness owed to U.S. Borrower or a Subsidiary, (b) make loans or advances to U.S. Borrower or any Subsidiary or (c) transfer any of its properties to U.S. Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Original Closing Date or the New Senior Subordinated Note Documents as in effect on the Second Amendment Effectiveness Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement applicable to such Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of U.S. Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale sales and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; or (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of U.S. Borrower, materially impair either Borrower’s ability to make payment on the Obligations when due.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any Borrower or any Subsidiary, or pay any Indebtedness owed to a Borrower or a Subsidiary, (b) make loans or advances to any Borrower or any Subsidiary or (c) transfer any of its properties to any Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of a Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.115.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Notes Documents or any Indebtedness incurred pursuant to Section 6.01(l) containing such encumbrances or restrictions not more restrictive in any material respect than those contained in the Notes Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; (vvi) any restrictions imposed by the holder of a Lien permitted by Section 6.02 restricting which restrict the transfer of the property asset or assets subject thereto; and (vivii) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Closing Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthis Agreement.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (iv) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the First Lien Credit Agreement; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ ' obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by a Borrower or any Subsidiaryother Subsidiary of a Borrower, or pay any Indebtedness owed to a Borrower or any other Subsidiary of a SubsidiaryBorrower, (b) make loans or advances to a Borrower or any other Subsidiary of a Borrower or (c) transfer any of its properties to a Borrower or any Subsidiaryother Subsidiary of a Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Term Loan Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a SubsidiaryBorrower or any other Subsidiary of a Borrower; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Subsidiary of a Borrower in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of a Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Canadian Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Canadian Borrower or any SubsidiarySubsidiary of the Canadian Borrower, or pay any Indebtedness owed to the Canadian Borrower or a SubsidiarySubsidiary of the Canadian Borrower, (b) make loans or advances to the Canadian Borrower or any Subsidiary of the Canadian Borrower or (c) transfer any of its properties to the Canadian Borrower or any SubsidiarySubsidiary of the Canadian Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents and the Term Loan Documents or other Material Indebtedness; provided that in the case of such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Term Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a SubsidiaryCompany; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in of the ordinary course of businessCanadian Borrower; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary of the Canadian Borrower becomes a Subsidiary of the Canadian Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Canadian Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documentsdocuments and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held in, such joint venture, and customary provisions in asset sale and stock sale agreements and other similar agreements entered into permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the ordinary course of business that restrict the transfer of ownership interests in assets or persons subject to such partnership, limited liability company or similar personsale agreements; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted not prohibited by the Loan Documents of the 182 contracts, instruments or obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents and/or the Second Lien Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiiix) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (iii) or (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly Each Credit Party will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Borrower any Credit Party or any Subsidiaryof their respective Subsidiaries, or pay any Indebtedness owed to Borrower any Credit Party or a Subsidiaryany of their respective Subsidiaries, (b) make loans or advances to Borrower any Credit Party or any Subsidiary of their respective Subsidiaries or (c) transfer any of its properties or assets to Borrower any Credit Party or any Subsidiaryof their respective Subsidiaries, except for such encumbrances or restrictions existing under or under, by reason of or with respect to (i) applicable Requirements of Law; law, rule, regulation or administrative or court order, (ii) this Agreement and the other Loan Credit Documents; , (iii) (A) the First Lien Debt Documents, (B) the Second Lien Notes Indenture and the other Second Lien Notes Documents, (C) the Refinancing Second Lien Notes Indenture and the other Refinancing Second Lien Notes Documents, the (D) New Notes Indenture and the other New Notes Documents, and the Refinancing New Notes Indenture and the other Refinancing New Notes Documents, and (E) the Qualified Debt Documents with respect to Qualified Debt incurred under Sections 10.04(o), (q) and (r) so long as the respective restrictions in such Qualified Debt Documents are no more restrictive in any material respect than the comparable provisions under this Agreement, (iv) customary provisions restricting transfers, subletting or assignment of any property or asset that is a lease governing a any leasehold interest of a Subsidiary; any Credit Party or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which any Credit Party or any of their respective Subsidiaries is the licensee) or other contract entered into by a Subsidiary any Credit Party or any of their respective Subsidiaries in the ordinary course of business; , (vvi) restrictions on the transfer of any holder asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; 10.01(c), (vif), (g), (n), (u) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; or (viiz), (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisitionincurred under Section 10.04(g), which encumbrance or restriction is not applicable to any person, Person or the properties or assets of any personPerson, other than the person Person or the properties or assets of the person Person acquired pursuant to the respective Permitted Acquisition and so acquired; long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (ix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) restrictions or encumbrances restricting cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) abovePartnership Agreement, so long as such restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely apply only to the extent MLP, Subsidiaries of the MLP, and the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances MLP and restrictions than those prior to such amendment or refinancingits Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiaryany Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the Vendor Financing Agreement, the 11-1/4% Senior Subordinated Discount Note Documents and the 15% Senior Discount Note Documents, each as in effect on the Initial Borrowing Date, and any such encumbrances or restrictions contained in any Replacement Senior Note Documents or Replacement Senior Subordinated Note Documents, so long as such encumbrances and restrictions are no less favorable to the Lenders than those contained in the 15% Senior Discount Note Documents or the 11-1/4% Senior Subordinated Note Documents, as the case may be, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; the Borrower or any Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by a the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vi) customary restrictions on dispositions of Real Property of the Borrower contained in reciprocal easement agreements entered into by the Borrower or any Subsidiary in the ordinary course of business; business and (vvii) restrictions on the transfer of any holder of asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; 9.01(vi), (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing).

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ ' obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by Borrower or any SubsidiarySubsidiary of Borrower, or pay any Indebtedness owed to Borrower or a SubsidiarySubsidiary of Borrower, (b) make loans or advances to Borrower or any Subsidiary of Borrower’s Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) any document or agreement relating to the Senior Notes or the Senior Secured Notes, in each case as in effect on the date hereof, or any refinancing of either thereof permitted hereunder that does not make any such restriction more restrictive; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or a SubsidiarySubsidiary of Borrower; (ivv) customary provisions restricting assignment of any agreement entered into by Borrower or a Subsidiary of Borrower in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xiixi) any instrument governing Acquired Indebtedness or Equity Interests of a person acquired by the Borrower or any of its Subsidiaries, which encumbrances or restrictions imposed by are not applicable to any amendments person, or refinancings that are otherwise permitted by the Loan Documents properties or assets of any person, other than the person or the properties or assets of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.person so acquired;

Limitation on Certain Restrictions on Subsidiaries. Directly The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any SubsidiarySubsidiary of the Company, or pay any Indebtedness owed to Borrower the Company or a SubsidiarySubsidiary of the Company, or (b) make loans or advances to Borrower the Company or any Subsidiary or (c) transfer any Subsidiaries of its properties to Borrower or any Subsidiarythe Company, except for such encumbrances Liens or restrictions existing under or by reason of (i) applicable Requirements of Law; , (ii) this Agreement and the other Loan Documents; Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or a Subsidiary; Subsidiary of the Company, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Company or a Subsidiary of the Company in the ordinary course of business; (v) customary provisions restricting distributions or transactions with affiliates pursuant to any holder of a Lien Permitted Receivables Transaction or other Debt permitted by Section 6.02 restricting 6.13 (provided, that any such restrictions contained therein (A) relate only to the transfer of assets acquired in connection therewith or (B) are not materially more restrictive on the property subject theretoCompany and its Subsidiaries than those set forth in this Agreement); (vi) customary restrictions and conditions with respect to a Subsidiary imposed pursuant to a transaction permitted by Section 6.10 or restrictions on the transfer of assets subject to Liens permitted by Section 6.12 (provided, that any such restriction contained in any agreement relating therein relates only to the sale of any property permitted under Section 6.06 pending the consummation of assets subject to such saleLien); (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into restrictions set forth in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets constituent documents of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not Subsidiary constituting a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entitycollective investment vehicle with any other Person; or and (xiiviii) any encumbrances or voluntary restrictions imposed by any amendments or refinancings that are otherwise permitted relating to tax elections made by the Loan Documents Company or any Subsidiary the termination of which would result in the contractsimposition of, instruments or obligations referred to an increase in clause (vii) above; provided that the effective rate of, any Tax payable by the Company or such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingSubsidiary.

Limitation on Certain Restrictions on Subsidiaries. Directly The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower the Company or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to Borrower the Company or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to Borrower the Company or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; Legal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Loan Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Company or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by a Subsidiary the Company or any of its Subsidiaries in the ordinary course of business; , (v) restrictions on the transfer of any holder asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; 7.03, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not agreements entered into in connection by a Regulated Insurance Company with or in contemplation of such person becoming a Subsidiary of Borrower; an Applicable Insurance Regulatory Authority, (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company company, joint venture or similar person; Person, (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business; (x) any , pursuant to an agreement or instrument governing Indebtedness assumed in connection with relating to any Permitted Acquisition, which Indebtedness of the type described in clause (h) of the definition thereof (1) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement or (2) if such encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely materially more disadvantageous to the extent Lenders than is customary in comparable financings and such encumbrance or restriction will not materially affect the Company's ability to make payment of the Equity Interests of or property held in the subject joint venture or other entity; or Unpaid Drawings and interest thereon, (xiix) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (viiix) above; above provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than that those prior to such amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, and (xii) restrictions contained in the Preferred Securities Documents.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (ivvi) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (vi) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Closing Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; this Agreement, (vii) any agreement in effect restriction relating to Indebtedness of a Subsidiary and existing at the time such Subsidiary becomes it became a Subsidiary of Borrower, so long as if such agreement restriction was not entered into created in connection with or in contemplation anticipation of the transaction or series of transactions pursuant to which such person becoming Subsidiary became a Subsidiary of Borrower; or was acquired by the Borrower or any Subsidiary, and (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset any restrictions with respect to assets contractually committed to be sold as long as such sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthis Agreement.

Limitation on Certain Restrictions on Subsidiaries. Directly Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any SubsidiarySubsidiary of Holdings, or pay any Indebtedness owed to Borrower Holdings or a SubsidiarySubsidiary of Holdings, (by) make loans or advances to Borrower Holdings or any Subsidiary of Holdings or (cz) transfer any of its properties or assets to Borrower Holdings or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the provisions contained in the Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes Holdings or a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements Holdings entered into in the ordinary course of business that restrict the transfer and consistent with past practices, (v) customary provisions restricting assignment of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts any contract entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business; , (xvi) any agreement or instrument governing Indebtedness assumed in connection with any Permitted AcquisitionAcquired Debt, which encumbrance or restriction is not applicable to any person, Person or the properties or assets of any personPerson, other than the person Person or the properties or assets of the person Person acquired pursuant to the respective Permitted Acquisition and so acquired; long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (viii) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.14, provided that -------- the restrictions applicable to the respective such Joint Venture are not made worse, or more burdensome, from the perspective of Holdings and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (ix) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, (x) restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement, (xi) the documentation governing Permitted Debt (other than Permitted Acquired Debt) so long as such restrictions are no more restrictive than those contained in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) aboveSenior Subordinated Note Documents, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or the Senior Subordinated Note Documents, (xiii) restrictions imposed by any amendments or refinancings that are on the transfer of assets securing purchase money obligations and Capitalized Lease Obligations otherwise permitted hereunder, and (xiv) customary net worth provisions contained in Real Property leases entered into by the Loan Documents Subsidiaries of the contracts, instruments or obligations referred to RPP USA with Persons other than Shell so long as RPP USA has determined in clause (vii) above; provided good faith that such amendments or refinancings are no more materially restrictive with respect net worth provisions could not reasonably be expected to such encumbrances impair the ability of RPP USA and restrictions than its Subsidiaries to meet their ongoing obligations (including those prior to such amendment or refinancingunder this Agreement and under the Senior Subordinated Notes).

Limitation on Certain Restrictions on Subsidiaries. Directly Holdings will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Borrower Holdings or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower Holdings or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to Borrower Holdings or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to Borrower Holdings or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing on the Effective Date and set forth on Schedule 8.08 and such other encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement, the other Reimbursement Documents and the agreements permitted by Section 8.04(b) (provided that the encumbrances and restrictions contained in any such agreements entered into pursuant to any extension, renewal or refinancing contemplated by such Section 8.04(b) shall be no more onerous on Holdings or its Subsidiaries than those contained in the respective agreements subject to such extension, renewal or refinancing), (iii) any agreement evidencing any Permitted Junior Debt; provided that such encumbrances and restrictions in agreements evidencing Permitted Junior Debt are on customary and market terms for similar financings and in any event are no more onerous to Holdings and its Subsidiaries than those encumbrances and restrictions contained in this Agreement and the other Loan Reimbursement Documents; , but only if such negative pledge or restriction expressly permits Liens for the benefit of the Collateral Agent and Payee as security for the Obligations under the Reimbursement Documents on a senior basis, (iiiiv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of Holdings or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee), Oil and Gas Contracts or other contract entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Subsidiary; Lien permitted by Section 8.01(c), (ivf), (g), (p) and (w), (viii) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; , and (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary a Person becomes a Subsidiary of BorrowerSubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingSubsidiary.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Borrowers or any Subsidiary, or pay any Indebtedness owed to Borrower the Borrowers or a Subsidiary, (b) make loans or advances to Borrower the Borrowers or any Subsidiary or (c) transfer any of its properties to Borrower the Borrowers or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents, as in effect on the Original Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthe Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrowerthe Borrowers; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of or the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly No Borrower will, nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by such Borrower or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to such Borrower or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to such Borrower or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to such Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) the Long-Term LC Facility (and any replacements, renewals and extensions thereof and any successor facilities, provided that the encumbrances and restrictions contained in any such replacements, renewals or extensions or any such successor facilities are not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrances and restrictions will not materially affect any Borrower’s ability to make principal or interest payments on the Loans or to reimburse Unpaid Drawings and do not restrict the ability to grant any Lien contemplated or required by the Agreement), (iii) the Existing Senior Notes (and any additional issuances of notes, provided that the encumbrances and restrictions contained in any such additional notes shall not be materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrances and restrictions will not materially affect any Borrower’s ability to make principal or interest payments on the Loans or to reimburse Unpaid Drawings and do not restrict the ability to grant any Lien contemplated or required by the Agreement), (iv) the Shareholders Agreement, (v) this Agreement and the other Loan Credit Documents; , (iiivi) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; such Borrower or any of its Subsidiaries, (ivvii) customary provisions restricting assignment of any licensing agreement (in which such Borrower or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by a Subsidiary such Borrower or any of its Subsidiaries in the ordinary course of business; , (vviii) restrictions on the transfer of any holder asset pending the close of the sale of such asset, (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting 7.03, (x) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the transfer ordinary course of business, (xi) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the property subject thereto; Person so acquired, (vixii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisitioncompany, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.similar Person,

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any Restricted Subsidiary, or pay any Indebtedness owed to the Borrower or a any Restricted Subsidiary, (b) make loans or advances to the Borrower or any Restricted Subsidiary or (c) transfer any of its properties or assets to the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) agreements which (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary is acquired by the Borrower or any Restricted Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a the Borrower or any Restricted Subsidiary; , (ivvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any Restricted Subsidiary is the licensee) or other contract entered into by a the Borrower or any Restricted Subsidiary in the ordinary course of business; , (vvii) restrictions on the transfer of any holder asset or any Restricted Subsidiary pending the close of the sale of such asset or such Restricted Subsidiary, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting 6.01(iii), (vi), (vii), (xv), (xvi), (xviii), (xix), (xx), (xxv), (xxvii), (xxviii) and (xxix)); provided that such restrictions are limited to the transfer of applicable individual agreements and/or the property or assets subject thereto; to such agreements, (viix) customary provisions applicable to a Securitization Entity; provided that such restrictions and conditions contained in any agreement relating are limited to the sale of applicable individual agreements and/or the property or assets subject to such agreements, (x) provisions in documentation with respect to the Senior Unsecured Notes, Permitted Incremental Equivalent Debt, Permitted External Refinancing Debt or any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement Permitted Refinancing thereof, in effect at the time such Subsidiary becomes a Subsidiary of Borrower, each case so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other are no more restrictive than the person or the properties or assets of the person so acquired; corresponding provisions hereof and (xi) in provisions pursuant to the case terms of any joint venture which is Permitted Funding Indebtedness or any Non-Recourse Indebtedness providing for financial covenants or limitations on affiliate transactions, mergers, consolidations, transfers of all or substantially all assets or other fundamental changes, in each case so long as such provisions are determined in good faith by the Borrower to be customary for such financing and the applications of such provisions will not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to materially affect the extent ability of the Equity Interests of Borrower to pay the principal or property held in interest on the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingLoans.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Foreign Subsidiary) to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its 122 profits owned by Borrower or any other Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiaryany other Subsidiary (except such restrictions as are approved in writing and in advance by the Administrative Agent), (b) make loans or advances to Borrower or any Subsidiary of Borrower’s other Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower’s other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Qualified Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any other Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Closing Date in accordance with the provisions of this Agreement, the Prior Credit Agreement or the Original Credit Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes is a Subsidiary of BorrowerSubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of BorrowerSubsidiary; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by either Borrower or any Subsidiary, or pay any Indebtedness owed to either Borrower or a Subsidiary, (b) make loans or advances to either Borrower or any Subsidiary or (c) transfer any of its properties to either Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Debenture Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of either Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a either Subsidiary of either Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.115.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (xiv) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; or (xv) customary restrictions and conditions contained in purchase money Indebtedness or Capital Leases, to the extent such Indebtedness or Capital Lease is permitted to be incurred pursuant to Section 6.01.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any other Subsidiary, or pay any Indebtedness owed to Borrower or a any other Subsidiary, (b) make loans or advances to Borrower or any Subsidiary other Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiaryother Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Qualified Senior Debt Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any other Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes is a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any Borrower or any Subsidiaryother Subsidiary of any Borrower, or pay any Indebtedness owed to any Borrower or a Subsidiaryany other Subsidiary of any Borrower, (b) make loans or advances to any Borrower or any Subsidiary of such Borrower’s other Subsidiaries or (c) transfer any of its properties to any Borrower or any Subsidiaryof such Borrower’s other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents in effect on the Restatement Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a SubsidiaryBorrower or any Subsidiary of a Borrower; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any Subsidiary of a Borrower in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Restatement Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary any Person becomes a Subsidiary of BorrowerSubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of BorrowerSubsidiary; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party Party, in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or . Notwithstanding any provision of this Section 6.10 to the contrary, clauses (xiia) and (b) above shall not apply to any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingInsurance Subsidiary.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iiiii) the Second Lien Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by U.S. Borrower or any Subsidiary, or pay any Indebtedness owed to U.S. Borrower or a Subsidiary, (b) make loans or advances to U.S. Borrower or any Subsidiary or (c) transfer any of its properties to U.S. Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on February 12, 2004 or the New Senior Subordinated Note Documents as in effect on August 27, 2004; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement applicable to such Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of U.S. Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale sales and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of U.S. Borrower, materially impair either Borrower’s ability to make payment on the Obligations when due or (xv) the Second Lien Loan Documents.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ ' obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) or (x) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a SubsidiarySubsidiary Guarantor, (b) make loans or advances to Borrower or any Subsidiary Guarantor or (c) transfer any of its properties to Borrower or any SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) any Intercompany Note and customary provisions contained in any instrument governing Indebtedness permitted by Section 6.01(k); (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of BorrowerBorrower and is not applicable to any person, or the properties or assets of any person, other than such Subsidiary or such Subsidiary’s properties and assets; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition and not incurred in contemplation of such Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause subclauses (viiiii), (iv), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Restricted Subsidiary, or pay any Indebtedness owed to Borrower or a Restricted Subsidiary, (b) make loans or advances to Borrower or any Restricted Subsidiary or (c) transfer any of its properties to Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Restricted Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Restricted Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 5.2 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 5.6 pending the consummation of such sale; (vii) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower; (viii) without affecting the Loan Credit Parties’ obligations under Section 5.114.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Credit Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly Except in accordance with Section 6.07, the Company will not, and will not permit its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower any Loan Party or any Subsidiaryof their respective Subsidiaries, or pay any Indebtedness owed to Borrower any Loan Party or a Subsidiaryany of their respective Subsidiaries, (b) make loans or advances to Borrower any Loan Party or any Subsidiary of their respective Subsidiaries or (c) transfer any of its properties or assets to Borrower any Loan Party or any Subsidiaryof their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; Legal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Loan Related Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; any Loan Party or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which any Loan Party or any of their respective Subsidiaries is the licensee) or other contract (including leases) entered into by a Subsidiary the any Loan Party or any of their respective Subsidiaries in the ordinary course of business; , (v) restric­tions on the transfer of any holder asset pending the close of the sale of such asset, (vi) restric­tions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; 6.03, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not agreements entered into in connection by a Regulated Insurance Company with or in contemplation of such person becoming a Subsidiary of Borrower; an Applicable Insurance Regulatory Authority, (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational organi­za­tional governance documentsdocu­ments, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company company, joint venture or similar person; Person, (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business; (x) any , pursu­ant to an agreement or instrument governing Indebtedness assumed in connection with relating to any Permitted Acquisition, which Subsidiary Indebtedness of the type described in clause (d) of the definition thereof (1) if the encum­brances and restric­tions contained in any such agreement or instrument taken as a whole are not materially less favor­able to the Issuing Bank than the encumbrances and restrictions contained in this Agreement or (2) if such encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely materially more disadvantageous to the extent of Issuing Bank than is custom­ary in comparable financings and such encumbrance or restriction will not materially affect the Equity Interests of or property held in Company’s ability to make payments on the subject joint venture or other entity; or Obligations, (xiix) any encumbrances encum­brances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments instru­ments or obligations referred to in clause (viiix) above; provided that such amendments amend­ments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than restric­tions that those prior to such amendment or refinancing, and (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower the Company or a Subsidiary, (b) make loans or advances to Borrower the Company or any Subsidiary of its Subsidiaries or (c) transfer any of its properties to Borrower the Company or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Financing Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 7.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 7.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthe Company or Wyndcrest UK, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrowerthe Company or Wyndcrest UK; (viii) without affecting the Loan PartiesIssuers’ obligations under Section 5.116.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party an Issuer in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Financing Documents of or the contracts, instruments or obligations agreements referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its -96- capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section SECTION 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section SECTION 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) aboveParty, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (x) Indebtedness of Foreign Subsidiaries; (xi) the BTI Canada Shareholders Agreement; (xii) Indebtedness permitted by SECTIONS 6.01(f), (k), (l), (m) or (xiiq), PROVIDED that such encumbrances or restrictions are not more restrictive in any material respect than those contained in the Loan Documents; or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (viii) or (xii) above; provided PROVIDED that such amendments or refinancings are no not more materially restrictive in any material respect with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by a Borrower or any Subsidiaryother Subsidiary of a Borrower, or pay any Indebtedness owed to a Borrower or any other Subsidiary of a SubsidiaryBorrower, (b) make loans or advances to a Borrower or any other Subsidiary of a Borrower or (c) transfer any of its properties to a Borrower or any Subsidiaryother Subsidiary of a Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Revolving Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a SubsidiaryBorrower or any other Subsidiary of a Borrower; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Subsidiary of a Borrower in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of a Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Borrowers or any Subsidiary, or pay any Indebtedness owed to Borrower the Borrowers or a Subsidiary, (b) make loans or advances to Borrower the Borrowers or any Subsidiary or (c) transfer any of its properties to Borrower the Borrowers or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents, as in effect on the Closing Date; (iv) the Permitted Leasehold Facility, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivvi) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvii) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (viviii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthe Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrowerthe Borrowers; (viiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixxi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired[intentionally omitted]; (xixiii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of or the contracts, instruments or obligations referred to in clause clauses (viiiii), (iv) or (ix) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly Each of the Parent, Holdings and the Borrower will not, and will not permit any of their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; the Parent or any of its Subsidiaries, (iv) customary provisions restricting assignment of any agreement entered into by a the Borrower or any Subsidiary of the Borrower in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 customary provisions restricting the transfer of the property assets subject thereto; to Liens permitted under Section 9.01(iii), (vii), (viii) and (ix), (vi) customary any restrictions and conditions contained in contracts for the sale of assets permitted in accordance with Section 9.02 solely in respect of the assets to be sold pursuant to such contract, (vii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the sale of any property permitted under Section 6.06 pending the consummation of or assets securing such sale; Indebtedness, (viiviii) any agreement restrictions, after the issuance thereof, in effect at the time such Subsidiary becomes a Subsidiary of BorrowerSenior Subordinated Note Documents or, after the issuance thereof, the Permitted Refinancing Subordinated Indebtedness, so long as such agreement was not entered into the provisions thereof are no more restrictive than the provisions in connection with or the Senior Subordinated Note Documents, (ix) the provisions contained in contemplation of such person becoming a Subsidiary of Borrower; the Existing Indebtedness (viiito the extent set forth on Schedule VII), (x) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership restricting assignment of licensing agreements, limited liability company organizational governance documentsmanagement agreements or franchise agreements, asset sale and stock sale agreements and other similar agreements entered into (xi) customary net worth provisions contained in the ordinary course of business that restrict real property leases, (xii) restrictions on the transfer of ownership interests in such partnershipassets securing purchase money indebtedness or Capital Lease Obligations as permitted by this Agreement, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxiii) any agreement or instrument governing Indebtedness assumed in connection with any Permitted AcquisitionAcquired Debt, which encumbrance or restriction is not applicable to any person, Person or the properties or assets of any personPerson, other than the person Person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or Person acquired pursuant to any joint venture agreement or stockholders agreements solely to the extent of respective Permitted Acquisition and so long as the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any respective encumbrances or restrictions imposed by any amendments were not created (or refinancings that are otherwise permitted by the Loan Documents made more restrictive) in connection with or in anticipation of the contracts, instruments or obligations referred to in clause respective Permitted Acquisition and (viixiv) above; provided that such amendments or refinancings are no more materially restrictive restrictions with respect to Subsidiaries imposed pursuant to an agreement for the sale of the stock of assets of such encumbrances and restrictions than those prior to such amendment or refinancingSubsidiary as permitted by this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Directly The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower the Company or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to Borrower the Company or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to Borrower the Company or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; Legal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Loan Documents; Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Company or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by a Subsidiary the Company or any of its Subsidiaries in the ordinary course of business; , (v) restrictions on the transfer of any holder asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; 6.03, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in connection with or in contemplation the ordinary course of such person becoming a Subsidiary of Borrower; business, (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company company, joint venture or similar person; Person, (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business; , pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the 58 contracts, instruments or obligations referred to in clause (viiix) above; above provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) restrictions contained in the Five-Year Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, (xiii) agreements and arrangements set forth on Schedule 6.12 and (xiv) encumbrances or restrictions existing under the Xxxxx’x XX Facility or the IPC Facilities or the Talbot Facility or under any other secured Indebtedness permitted under Sections 6.03 and 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in this Agreement as determined in the good faith judgment of the board of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 the Senior Subordinated Notes Documents, (vi) customary provisions restricting the transfer of the property assets subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property Liens permitted under Section 6.06 pending the consummation of such sale; Sections 9.01(vii), (vii) any agreement in effect Permitted Receivables Facility Document, (viii) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.14, PROVIDED that the restrictions applicable to the respective such Subsidiary becomes a Subsidiary Joint Venture are not made worse, or more burdensome, from the perspective of Borrowerthe Borrower and its Subsidiaries, so long than those as such agreement was not entered into in connection with effect immediately before giving effect to the consummation of the respective Investment or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale Permitted Acquisition and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash any agreement or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted AcquisitionAcquired Debt, which encumbrance or restriction is not applicable to any person, Person or the properties or assets of any personPerson, other than the person Person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or Person acquired pursuant to any joint venture agreement or stockholders agreements solely to the extent of respective Permitted Acquisition and so long as the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any respective encumbrances or restrictions imposed by any amendments were not created (or refinancings that are otherwise permitted by the Loan Documents made more restrictive) in connection with or in anticipation of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingrespective Permitted Acquisition.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Parent Borrower to (a) pay dividends 198 or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Parent Borrower or any SubsidiaryRestricted Subsidiary of the Parent Borrower, or pay any Indebtedness owed to the Parent Borrower or a SubsidiaryRestricted Subsidiary of the Parent Borrower, (b) make loans or advances to the Parent Borrower or any Restricted Subsidiary of the Parent Borrower or (c) transfer any of its properties to the Parent Borrower or any SubsidiaryRestricted Subsidiary of the Parent Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Applicable Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents and the Term Loan Documents or other Material Indebtedness; provided that in the case of such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Term Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a SubsidiaryCompany; (ivv) customary provisions restricting assignment of any agreement entered into by a Restricted Subsidiary in of the ordinary course of businessParent Borrower; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Restricted Subsidiary of the Parent Borrower becomes a Restricted Subsidiary of the Parent Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Parent Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documentsdocuments and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held in, such joint venture, and customary provisions in asset sale and stock sale agreements and other similar agreements entered into permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the ordinary course of business that restrict the transfer of ownership interests in assets or persons subject to such partnership, limited liability company or similar personsale agreements; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted not prohibited by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingrefinancing or (xiii) any restrictions on transfer of the Equity Interests in NKL or its direct parents, 4260848 Canada Inc. and 4260856 Canada Inc., imposed by any lock-up or listing agreement, rule or regulation in connection with any listing or offering of Equity Interests in NKL to the extent required by Applicable Law or listing or stock exchange requirements.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any Borrower or any Subsidiary, or pay any Indebtedness owed to a Borrower or a Subsidiary; provided, however, the consent of the shareholders of Mozaic is required for Mozaic to pay dividends, (b) make loans or advances to any Borrower or any Subsidiary or (c) transfer any of its properties to any Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Closing Date and any agreements governing Indebtedness permitted under Section 6.01(e) or (f) any other agreements as agreed by the Administrative Agents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of a Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the 2010 Convertible Notes; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.115.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) aboveParty, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xiii) any customary restrictions imposed by any document or instrument evidencing, governing or securing any Indebtedness permitted by Section 6.01(f) or (xiik) reasonably believed by Borrower to be necessary in connection with the incurrence thereof; and (xiv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except except, in each case, for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; , (v) any holder of a Permitted Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (vi) customary restrictions and conditions contained in any agreement relating Indebtedness permitted to be acquired pursuant to Section 9.04(vii) which relate solely to the sale of any property permitted under Section 6.06 pending the consummation of Subsidiary or Subsidiaries, if any, acquired pursuant to such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, Permitted Acquisition and so long as such agreement was restrictions were not entered into in connection with imposed (or made more restrictive) in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale acquisition and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings restrictions which are no not more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingcontained in this Agreement contained in any documents governing any Indebtedness incurred after the Effective Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. Directly Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any SubsidiarySubsidiary of Holdings, or pay any Indebtedness owed to Borrower Holdings or a SubsidiarySubsidiary of Holdings, (b) make loans or advances to Borrower Holdings or any Subsidiary of Holdings' Subsidiaries or (c) transfer any of its properties or assets to Borrower Holdings or any Subsidiaryof Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary; Subsidiary of the U.S. Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the U.S. Borrower or a Subsidiary of the U.S. Borrower in the ordinary course of business; , (v) restrictions applicable to any holder Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a Lien permitted by result of an Investment pursuant to Section 6.02 8.06(z) or a Permitted Acquisition effected in accordance with Section 8.02(s), provided that the restrictions applicable to the respective Joint Venture are not made worse, or more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vi) the Senior Subordinated Note Documents, (vii) customary provisions restricting the transfer of the property assets subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property Liens permitted under Section 6.06 pending the consummation of such sale; Sections 8.03(k), (viim) and (o), (viii) any agreement in effect at the time such document or instrument evidencing Foreign Subsidiary becomes a Subsidiary of Borrower, Working Capital Indebtedness so long as such agreement was not entered into in connection with encumbrance or in contemplation of restriction only applies to the Foreign Subsidiary incurring such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11Indebtedness, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; Accounts Receivable Facility Documents, and (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted transactions contemplated by the Loan Documents of documents governing the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingVendor Financing Program.

Limitation on Certain Restrictions on Subsidiaries. Directly Each of the -------------------------------------------------- Parent and the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) one or more restrictions in effect on the Initial Borrowing Date so long as any such restrictions are identified (and the related Indebtedness is described) on Schedule 9.13, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; , (vvi) customary restrictions applicable to the Receivables Subsidiary contained in the documentation approved by the Administrative Agent and the Required Banks relating to any Permitted Receivables Transaction, (vii) any holder of a Permitted Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (viviii) customary any Indebtedness incurred after the Initial Borrowing Date in accordance with the provisions of this Agreement may contain restrictions and conditions which are not more restrictive than those contained in any agreement relating this Agreement, (ix) to the sale extent any Subsidiary acquired or created after the Initial Borrowing Date is the obligor with respect to Permitted Acquired Debt permitted to remain outstanding pursuant to the terms of any property permitted under Section 6.06 pending this Agreement, such Permitted Acquired Debt may contain restrictions of the consummation of such sale; (vii) any agreement in effect at the time type otherwise described above with respect to such Subsidiary becomes a Subsidiary of Borrower, (so long as such agreement was restrictions were not entered into in connection with or created in contemplation of such person Person becoming a Subsidiary or made more restrictive after the date of Borrower; (viiithe respective acquisition) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable of Foreign Subsidiaries owing to any person, or the properties or assets of any person, persons other than the person or the properties or assets Parent and its Subsidiaries may contain restrictions of the person type otherwise prohibited above, in each case so acquired; long as the Borrower in good faith determines that said restrictions are not likely to give rise to a violation of the financial covenants contained in this Agreement and notifies the Administrative Agent in writing of said restrictions not later than the last day of the fiscal quarter of the Parent in which the respective Indebtedness is incurred or restriction became effective (xi) or, in the case of any joint venture which is such restrictions existing on the Initial Borrowing Date, not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to later than the extent last day of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents fiscal quarter of the contractsParent ended closest to July 31, instruments or obligations referred to 1998), and so long as the Parent and the Borrower take such restrictions into account in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive determining compliance with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthe financial covenants contained herein.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and Agreement, (iii) the other Loan Documents; , (iiiiv) the Existing Note Documents and documentation evidencing Indebtedness incurred to refinance Indebtedness evidenced by any of the Existing Note Documents in compliance with Section 6.03(a)(xii) so long as such restrictions contained in the documentation evidencing such refinancing Indebtedness are no less favorable to the Borrower or the Lenders than the restrictions set forth in the respective Existing Note Document immediately prior to such refinancing, (v) the New Senior Note Indenture as in effect on the date hereof, and restrictions contained in other Indebtedness so long as same are no less favorable to the Borrower or the Lenders than those contained in the New Senior Note Indenture (as in effect on the date hereof), (vi) prior to the earlier of (x) 180th day after the Effective Date and (y) the termination of the Core-Mark Receivables Facility as contemplated in Section 4.01(n), the proxxxxons applicable to CM Capital and the sellers of receivables contained in the Core-Mark Receivables Facility Documents, (vii) customary provisions restricting restrxxxxng subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Borrower or any of its Subsidiaries, (ivviii) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by a Subsidiary the Borrower or any of its Subsidiaries in the ordinary course of business; , (vix) restrictions on the transfer of any holder asset pending the close of the sale of such asset, and (x) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; 6.01(b), (vic), (d), (e), (f), (g), (h), (j), (k), (l), (n), (q) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; xx (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing).

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Capital Stock or participation in its profits owned by the Borrower or any Subsidiaryof its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiaryany of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, rule, regulation or order, (ii) this Credit Agreement and the other Loan Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Restricted Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by a Subsidiary the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 restricting encumbrance or restriction pursuant to an agreement in effect or entered into on the transfer of Closing Date as set forth on the property subject thereto; Closing Date Officer’s Certificate (and all replacements or substitutions thereof on terms not materially more adverse to the Lenders and not materially less favorable or materially more onerous to the Borrower and its Restricted Subsidiaries than those contained the any such agreement on the Closing Date), (vi) customary restrictions and conditions contained in any agreement agreements relating to the sale transfer of, or the granting of any property permitted under Section 6.06 pending the consummation of such sale; licenses in licenses related to, copyrights, patents or other intellectual property, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into (in each case relating solely to the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company respective joint venture or similar person; entity or the equity interests therein), (viii) purchase money indebtedness permitted to be incurred under this Credit Agreement, (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts bona fide arrangements with customers entered into in the ordinary course of business; , (x) Refinancing Indebtedness (provided, that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced), (xi) agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Capital Stock other than on a pro rata basis, (xii) with respect to any instrument governing Indebtedness assumed in connection with Restricted Subsidiary, any Permitted Acquisition, which encumbrance or restriction is not applicable to contained in the terms of any personPermitted Indebtedness, or any agreement pursuant to which such Permitted Indebtedness was issued, (xiii) restrictions on the properties or assets transfer of any personasset pending the close of the sale of such asset, other than the person (xiv) any restriction or encumbrance or the properties or assets of the person so acquired; (xi) in the case transfer of any joint venture which is assets subject to Liens not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; prohibited by Section 9.3 hereof or (xiixv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingcontained in the Master Indenture Documents.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Parent Borrower to (a) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Parent Borrower or any SubsidiaryRestricted Subsidiary of the Parent Borrower, or pay any Indebtedness owed to the Parent Borrower or a SubsidiaryRestricted Subsidiary of the Parent Borrower, (b) make loans or advances to the Parent Borrower or any Restricted Subsidiary of the Parent Borrower or (c) transfer any of its properties to the Parent Borrower or any SubsidiaryRestricted Subsidiary of the Parent Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Applicable Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Note Documents and the Term Loan Documents or other Material Indebtedness; provided that in the case of such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Term Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a SubsidiaryCompany; (ivv) customary provisions restricting assignment of any agreement entered into by a Restricted Subsidiary in of the ordinary course of businessParent Borrower; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Restricted Subsidiary of the Parent Borrower becomes a Restricted Subsidiary of the Parent Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Parent Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documentsdocuments and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held in, such joint venture, and customary provisions in asset sale and stock sale agreements and other similar agreements entered into permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the ordinary course of business that restrict the transfer of ownership interests in assets or persons subject to such partnership, limited liability company or similar personsale agreements; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted not prohibited by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingrefinancing or (xiii) any restrictions on transfer of the Equity Interests in NKL or its direct parents, 4260848 Canada Inc., 4260856 Canada Inc., and 8018227 Canada Inc., imposed by any lock-up or listing agreement, rule or regulation in connection with any listing or offering of Equity Interests in NKL to the extent required by Applicable Law or listing or stock exchange requirements.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Unsecured Note Purchase Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiiix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixx) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (viiiii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (iii) or (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by a Borrower or any Subsidiaryother Subsidiary of a Borrower, or pay any Indebtedness owed to a Borrower or any other Subsidiary of a SubsidiaryBorrower, (b) make loans or advances to a Borrower or any other Subsidiary of a Borrower or (c) transfer any of its properties to a Borrower or any Subsidiaryother Subsidiary of a Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Term Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a SubsidiaryBorrower or any other Subsidiary of a Borrower; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Subsidiary of a Borrower in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of a Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such personPerson’s Organizational Documents organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Foreign Subsidiary) to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its 122 profits owned by Borrower or any other Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiaryany other Subsidiary (except such restrictions as are approved in writing and in advance by the Administrative Agent), (b) make loans or advances to Borrower or any Subsidiary of Borrower's other Subsidiaries or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower's other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Qualified Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any other Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Borrower or any other Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Closing Date in accordance with the provisions of this Agreement, the Prior Credit Agreement or the Original Credit Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.05 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes is a Subsidiary of BorrowerSubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of BorrowerSubsidiary; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents Person's organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property assets held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly Each Credit Party will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Borrower any Credit Party or any Subsidiaryof their respective Subsidiaries, or pay any Indebtedness owed to Borrower any Credit Party or a Subsidiaryany of their respective Subsidiaries, (b) make loans or advances to Borrower any Credit Party or any Subsidiary of their respective Subsidiaries or (c) transfer any of its properties or assets to Borrower any Credit Party or any Subsidiaryof their respective Subsidiaries, except for such encumbrances or restrictions existing under or under, by reason of or with respect to (i) applicable Requirements of Law; law, rule, regulation or administrative or court order, (ii) this Agreement and the other Loan Credit Documents; , (iiiiii)(A) the First Lien Debt Documents, (B) the Second Lien Notes Indenture and the other Second Lien Notes Documents, (C) the Refinancing Second Lien Notes Indenture and the other Refinancing Second Lien Notes Documents, the (D) New Notes Indenture and the other New Notes Documents, and the Refinancing New Notes Indenture and the other Refinancing New Notes Documents, and (E) the Qualified Debt Documents with respect to Qualified Debt incurred under Sections 10.04(o), (q) and (r) so long as the respective restrictions in such Qualified Debt Documents are no more restrictive in any material respect than the comparable provisions under this Agreement, (iv) customary provisions restricting transfers, subletting or assignment of any property or asset that is a lease governing a any leasehold interest of a Subsidiary; any Credit Party or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which any Credit Party or any of their respective Subsidiaries is the licensee) or other contract entered into by a Subsidiary any Credit Party or any of their respective Subsidiaries in the ordinary course of business; , (vvi) restrictions on the transfer of any holder asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; 10.01(c), (vif), (g), (n), (u) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; or (viiz), (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisitionincurred under Section 10.04(g), which encumbrance or restriction is not applicable to any person, Person or the properties or assets of any personPerson, other than the person Person or the properties or assets of the person Person acquired pursuant to the respective Permitted Acquisition and so acquired; long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (ix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) restrictions or encumbrances restricting cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) abovePartnership Agreement, so long as such restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely apply only to the extent MLP, Subsidiaries of the MLP, and the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances MLP and restrictions than those prior to such amendment or refinancingits Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary Loan Party to (a) pay dividends or make Dividends in respect of any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any SubsidiaryEquity Interest of such Loan Party held by, or pay or subordinate any Indebtedness owed to Borrower or a Subsidiaryto, any other Loan Party, (b) make loans or advances to Borrower or Investments in any Subsidiary other Loan Party or (c) transfer any of its properties assets to Borrower or any Subsidiaryother Loan Party, except for such encumbrances or restrictions (i) described in Section 6.15, (ii) existing pursuant to contracts existing as of the Closing Date or (iii) under or by reason of (iA) applicable the Financing Agreements or other Indebtedness permitted hereunder; provided that, in the case of the Financing Agreements or other Indebtedness permitted hereunder, the terms and conditions of any such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those in effect under this Agreement, (B) Requirements of Law; , including any Gaming Laws, (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiC) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not that has been entered into in connection with the disposition of all or substantially all of the Equity Interests or property of a Loan Party or the disposition of property covered by such restriction, (D) with respect to any property subject to a Lien permitted in contemplation accordance with Section 6.02, an agreement that has been entered into in connection with the incurrence of such person becoming a Subsidiary Liens so long as such restrictions relate solely to the property subject to such Liens and the proceeds of Borrower; such property, (viiiE) without affecting provisions limiting the Loan Parties’ obligations under Section 5.11, customary provisions disposition or distribution of assets or property in partnership joint venture agreements, limited liability company organizational governance documents, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements, (F) restrictions in respect of Equity Interests and customary provisions with respect to the disposition or distribution of assets or property in partnership or joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnershipbusiness, limited liability company or similar person; (ixG) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances Excluded Property, (H) other customary nonassignment provisions in leases, licenses and restrictions than those prior similar agreements and other contracts and (I) any contractual obligation that is reasonably determined by Borrower not to such amendment or refinancingmaterially adversely affect the ability of any Loan Party to perform its obligations under the Loan Documents.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Documents; Documents or the Existing Notes, the Other Permitted Subordinated Debt or the Existing Indenture or any other indenture relating thereto, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (ivvi) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (vi) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Closing Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; this Agreement, (vii) any agreement in effect restriction relating to Indebtedness of a Subsidiary and existing at the time such Subsidiary becomes it became a Subsidiary of Borrower, so long as if such agreement restriction was not entered into created in connection with or in contemplation anticipation of the transaction or series of transactions pursuant to which such person becoming Subsidiary became a Subsidiary of Borrower; or was acquired by the Borrower or any Subsidiary, and (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset any restrictions with respect to assets contractually committed to be sold as long as such sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthis Agreement.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Existing Notes (prior to Refinancing) and the Term Loan Documents (and any Permitted Refinancing thereof); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vivii) restrictions contained in any documents governing any Indebtedness incurred after the Closing Date, which is expressly permitted to be incurred under this Agreement which are not more restrictive in any material respect than those contained in the Term Loan Documents (and any Permitted Refinancing thereof); (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viiix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viiix) without affecting the Loan Parties’ obligations under Section 5.115.10, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixxi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xxii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixiii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xiv) agreements governing any Incremental Equivalent Debt (as defined in the Term Loan Credit Agreement) constituting Permitted Term Loan Debt (and any Permitted Refinancing thereof); (xv) agreements governing any Refinancing Equivalent Debt (as defined in the Term Loan Credit Agreement) constituting Permitted Term Loan Debt (and any Permitted Refinancing thereof); or (xiixvi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) abovethis Section 6.11; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause indirectly enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make or pay dividends or make Dividends in respect of any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any SubsidiaryEquity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to to, the Borrower or a Subsidiaryany other Restricted Subsidiary of the Borrower, (b) make loans or advances to to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its properties assets to the Borrower or any Subsidiaryother Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; any restrictions existing under the Loan Documents, (ii) this Agreement and any restriction under the other Loan Second Lien Notes Documents or Permitted Refinancing Second Lien Notes Documents; , if any, (iii) any agreement in effect at the time a Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Restricted Subsidiary of the Borrower, (iv) customary restrictions on joint ventures or interests therein arising from joint venture agreements, (v) restrictions imposed by the holder of any Lien permitted by Section 6.02 on the transfer of the asset or assets subject thereto, (vi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Restricted Subsidiary of the Borrower, (ivvii) customary provisions restricting assignment of any agreement entered into by the Borrower or a Restricted Subsidiary in of the ordinary course of business; Borrower, (vviii) any holder of customary restrictions with respect to a Lien permitted by Section 6.02 restricting the transfer Restricted Subsidiary of the Borrower or other property subject thereto; (vi) customary restrictions and conditions contained in any imposed pursuant to an agreement that has been entered into relating to the sale of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary or any other property permitted under Section 6.06 pending the consummation of such sale; , (viiix) any agreement restriction under any Indebtedness outstanding on the Closing Date as (and to the extent) set forth on Schedule 6.12, (x) covenants in effect at the time such Subsidiary becomes a Subsidiary of Borrower, documents evidencing Excluded Debt so long as such agreement was not entered into in connection with prohibition or in contemplation of such person becoming a limitation only applies to the Restricted Subsidiary of the Borrower that has incurred such Excluded Debt and does not apply to any other Restricted Subsidiary of the Borrower; , (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ixxi) restrictions imposed on cash or other deposits or net worth the ability of Knight Capital Americas LLC to make dividends pursuant to the Knight Capital Americas Amended LLC Agreement, (xii) restrictions imposed by suppliers applicable law or landlords under contracts entered into any applicable rule, regulation or order and (xiii) restrictions in agreements or instruments relating to any Indebtedness permitted to be incurred subsequent to the ordinary course date of business; this Agreement pursuant to Section 6.01 (xA) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in instruments governing Indebtedness assumed as in connection with any Permitted Acquisitioneffect on the date of this Agreement (as determined in good faith by the Borrower), which or (B) if such encumbrance or restriction is not applicable materially more disadvantageous to any person, the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and either (x) the Borrower determines in good faith that such encumbrance or restriction will not materially affect the properties Borrower’s ability to make principal or assets of any person, other than interest payments on the person Loans or the properties (y) such encumbrance or assets of the person so acquired; (xi) in the case of any joint venture which is not restriction applies only if a Loan Party default occurs in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents a payment or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect financial covenant relating to such encumbrances and restrictions than those prior to such amendment or refinancingIndebtedness.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiaryany Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement Agreement, the other Credit Documents and the other Loan Transaction Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; the Borrower or any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any contract or licensing agreement entered into by a the Borrower or any Subsidiary of the Borrower in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of Senior Subordinated Financing Documents and on and after the property subject thereto; execution and delivery thereof, the Permanent Senior Subordinated Notes Documents, (vi) customary restrictions and conditions contained in any agreement relating to the sale of any purchase money obligations or Capital Lease Obligations (or refinancings thereof that impose no more restrictive restrictions) for property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into acquired in the ordinary course of business that restrict impose restrictions of the transfer of ownership interests nature described in such partnershipclause (c) above solely on the property so acquired, limited liability company or similar person; (ixvii) Permitted Liens on assets securing Indebtedness permitted under Section 9.04, and (viii) restrictions on cash applicable to Indebtedness or other deposits capital stock of a Person acquired by the Borrower or net worth imposed by suppliers or landlords under contracts entered into any Subsidiary as in effect at the ordinary course time of business; (x) any instrument governing Indebtedness assumed acquisition, except if such restriction was in incurred in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any personwith, or in contemplation of such acquisition or such restriction applies to the properties or assets of Borrower, any person, Subsidiary (other than the person Person acquired) or the properties or assets thereof (other than the assets of the person Person so acquired; (xi) in the case of or any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingafter-acquired property.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any Restricted Subsidiary, or pay any Indebtedness owed to the Borrower or a any Restricted Subsidiary, (b) make loans or advances to the Borrower or any Restricted Subsidiary or (c) transfer any of its properties or assets to the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) agreements which (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary is acquired by the Borrower or any Restricted Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (v) customary non-assignment provisions restricting subletting or assignment of any contract or any lease governing a leasehold interest of a any Restricted Subsidiary; , (ivvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any Restricted Subsidiary is the licensee) or other contract entered into by a the Borrower or any Restricted Subsidiary in the ordinary course of business; , (vvii) restrictions on the transfer of any holder asset or any Equity Interest pending the close of the sale of such asset or such Equity Interest permitted hereunder, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting 6.01(iii), (vi), (vii), (xiv), (xv), (xvi), (xviii), (xix), (xx), (xxiii), (xxiv), (xxv) and Error! Reference source not found.; provided that such restrictions are limited to the transfer applicable individual agreements and/or the property or assets subject to such agreements, (ix) customary requirements of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the property subject thereto; Borrower formed in connection therewith, (vix) customary restrictions and conditions contained provisions in any agreement relating documentation with respect to the sale of any property permitted under Indebtedness incurred pursuant to Section 6.06 pending the consummation of such sale; 6.04(xvi) or (viixxi) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not provisions, taken as a whole, are no more restrictive than the corresponding provisions hereof, (xi) encumbrances or restrictions entered into into, relating to, or in connection with, Permitted Funding Indebtedness that are customary with respect to such facilities (under the relevant circumstances) and will not materially adversely affect the Borrower’s ability to timely make anticipated principal and interest payments on the Obligations (as determined in good faith by the board of directors of the Borrower or senior management of the Borrower), (xii) restrictions on the transfer of assets (other than cash) held in contemplation of such person becoming a Restricted Subsidiary of Borrower; the Borrower imposed under any agreement governing Indebtedness permitted hereunder, (viiixiii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements joint venture and other similar agreements entered into in relating solely to such joint venture to the ordinary course of business that restrict the transfer of ownership interests in extent such partnershipjoint venture is permitted hereunder, limited liability company or similar person; (ixxiv) restrictions on cash or other deposits or net worth imposed by suppliers or landlords customers under contracts entered into in the ordinary course of business, (xv) other Indebtedness, Disqualified Equity Interests or Preferred Equity of the Borrower permitted to be incurred or issued hereunder; provided that the restrictions will not materially affect the ability of the Borrower to timely pay the Obligations, as determined in good faith by the Borrower and (xxvi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisitionamendments, which encumbrance modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction is not applicable to any person, or the properties or assets refinancings of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) abovethe foregoing clauses; provided that such amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Borrower not materially more materially restrictive with respect to such encumbrances dividend and restrictions other restrictions, taken as a whole, than those contained in the dividend or other restrictions prior to such amendment amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.. 100

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any SubsidiarySubsidiary of Borrower, or pay any Indebtedness owed to Borrower or a Subsidiary, Subsidiary of Borrower; (b) make loans or advances to Borrower or any Subsidiary of Borrower’s Subsidiaries; or (c) transfer any of its properties to Borrower or any Subsidiaryof Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes Borrower or a Subsidiary of Borrower, so long as such (iv) existing restrictions under Indebtedness existing on the Closing Date and described in Schedule 6.01 attached hereto, (v) restrictions with respect solely to any Subsidiary of Parent imposed pursuant to a binding agreement was not which has been entered into for the sale or disposition of 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, (vi) in connection with and pursuant to refinancings permitted under this Agreement, replacements of restrictions imposed pursuant to clause (iv) or this clause (vi) that are not more restrictive taken as a whole than those being replaced and do not apply to any other person or assets other than those that would have been covered by the restrictions in contemplation of such person becoming a Subsidiary of Borrower; the Indebtedness so refinanced or replaced, or (viiivii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions with respect to the disposition or distribution of assets in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements relating solely to the extent of the Equity Interests of or property held in the assets subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingagreement.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the Senior Note Documents or any document relating to the issuance of the Specified Additional Notes, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Borrower or any of its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by a Subsidiary the Borrower or any of its Subsidiaries in the ordinary course of business; , (vvi) any holder of a Lien permitted by Section 6.02 restricting restrictions on the transfer of any asset pending the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to close of the sale of any property permitted under Section 6.06 pending the consummation of such sale; asset, (vii) any agreement restrictions on transfers of assets which are subject to Permitted Liens, (viii) Existing Indebtedness and other existing agreements as in effect at on the time such Subsidiary becomes a Subsidiary Effective Date, (ix) the terms of Borrowerany Indebtedness acquired or assumed by the Borrower or any of its Subsidiaries pursuant to Section 9.05(vi), so long as such agreement was restrictions only apply to the assets acquired pursuant to the respective Permitted Acquisition and were not entered into put in connection with or place in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale Permitted Acquisition and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisitionrenewals, which encumbrance or restriction is not applicable to any person, or the properties or assets replacements and extensions of any personExisting Indebtedness permitted under Section 9.05(viii), other than provided that the person or the properties or assets of the person so acquired; (xi) restrictions contained in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in agreements governing such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings Indebtedness are no more materially restrictive with respect to such encumbrances and restrictions than those prior to contained in the agreements governing such amendment or refinancingExisting Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Directly The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Parent or any SubsidiarySubsidiary of the Parent, or pay any Indebtedness owed to Borrower the Parent or a SubsidiarySubsidiary of the Parent, (b) make loans or advances to Borrower the Parent or any Subsidiary of the Parent’s Subsidiaries or (c) transfer any of its properties prop­erties or assets to Borrower the Parent or any Subsidiaryof the Parent’s Subsidiaries, except for such encumbrances encum­brances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the 2008 Credit Agreement and the 2010 Credit Agreement, each as in effect on the Effective Date, or any refinancing thereof or amendments thereto, provided that in each case the restrictions thereunder are not more restrictive than those contained in either the 2008 Credit Agreement or the 2010 Credit Agreement, each as in effect on the Effective Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent or a Subsidiary; Subsidiary of the Parent, (ivv) customary cus­tomary provisions restricting assignment of any agreement entered into by the Parent or a Subsidiary of the Parent in the ordinary course of business; , (vvi) any holder of a Permitted Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (vivii) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Effective Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; this Agreement and (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingNon-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) agreements which (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Subsidiary of the Borrower at the time such Subsidiary is acquired by the Borrower or any of its Subsidiaries, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Borrower or any of its Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by a Subsidiary the Borrower or any of its Subsidiaries in the ordinary course of business; , (vvii) restrictions on the transfer of any holder asset or any Subsidiary pending the close of the sale of such asset or such Subsidiary, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; 6.01(iii), (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; ), (vii), (xv), (xvi), (xviii), (xix), (xx), (xxvi) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; and (viiixxvii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or First Lien Credit Agreement and the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingFirst Lien Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. Directly The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower the Company or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to Borrower the Company or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to Borrower the Company or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; Legal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Loan Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Company or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by a Subsidiary the Company or any of its Subsidiaries in the ordinary course of business; , (v) restrictions on the transfer of any holder asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; 6.03, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in connection with or in contemplation the ordinary course of such person becoming a Subsidiary of Borrower; business, (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company company, joint venture or similar person; Person, (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business; , pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (viiix) above; above or clauses (xii) through (xvi) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such 4849-0866-3397v976 #4849-0866-3397v1 amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) restrictions contained in the Five-Year Unsecured Revolving Credit and Letter of Credit Facility, (xiii) agreements and arrangements set forth on Schedule 6.12, (xiv) any instrument governing Acquired Indebtedness, of the Person so acquired, (xv) an agreement or instrument relating to any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xvi) encumbrances or restrictions existing under the Xxxxx’x XX Facility or the IPC Facility or under any other Indebtedness permitted under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. Directly The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Parent or any SubsidiarySubsidiary of the Parent, or pay any Indebtedness owed to Borrower the Parent or a SubsidiarySubsidiary of the Parent, (b) make loans or advances to Borrower the Parent or any Subsidiary of the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Borrower the Parent or any Subsidiaryof the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the $372M Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other $372M Credit Documents, (iv) the Junior Credit Agreement, and the other Junior Credit Documents or any Permitted Refinancing Indebtedness incurred in respect thereof or amendments thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent or a Subsidiary; Subsidiary of the Parent, (ivvi) customary provisions restricting assignment of any agreement entered into by the Parent or a Subsidiary of the Parent in the ordinary course of business; , (vvii) any holder of a Permitted Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (viviii) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Original Effective Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale this Agreement and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingNon-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Directly No Borrower will, nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by such Borrower or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to such Borrower or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to such Borrower or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to such Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement the Long-Term LC Facility (and any replacements, renewals and extensions thereof and any successor facilities, provided that the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary encumbrances and restrictions and conditions contained in any agreement relating such replacements, renewals or extensions or any such successor facilities are not materially more disadvantageous to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement Lenders than is customary in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale comparable financings and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions will not materially affect any Borrower’s ability to make principal or interest payments on the Loans or to reimburse Unpaid Drawings and do not restrict the ability to grant any Lien contemplated or required by the Agreement), (iii) the Existing Senior Notes (and any additional issuances of notes, provided that the encumbrances and restrictions contained in any such additional notes shall not be materially more disadvantageous to the Lenders than those prior is customary in comparable financings and such encumbrances and restrictions will not materially affect any Borrower’s ability to such amendment make principal or refinancing.interest payments on the Loans or to reimburse Unpaid Drawings and do not restrict the ability to grant any Lien contemplated or required by the Agreement), (iv) the Shareholders Agreement,

Limitation on Certain Restrictions on Subsidiaries. Directly Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any SubsidiarySubsidiary of Holdings, or pay any Indebtedness owed to Borrower Holdings or a SubsidiarySubsidiary of Holdings, (b) make loans or advances to Borrower Holdings or any Subsidiary of Holdings or (c) transfer any of its properties or assets to Borrower Holdings or any Subsidiary, of its Subsidiaries except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the provisions contained in the Retained Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes Holdings or a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements Holdings entered into in the ordinary course of business that restrict the transfer and consistent with past practices, (v) customary provisions restricting assignment of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts any contract entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business; , (xvi) any agreement or instrument governing Indebtedness assumed in connection with any Permitted AcquisitionAcquired Debt, which encumbrance or restriction is not applicable to any person, Person or the properties or assets of any personPerson, other than the person Person or the properties or assets of the person Person acquired pursuant to the respective Permitted Acquisition and 141 so acquired; long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (viii) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 7.05 or a Permitted Acquisition effected in accordance with Section 6.14, provided that the restrictions applicable to the respective such -------- Joint Venture are not made worse, or more burdensome, from the perspective of Holdings and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (ix) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, (x) restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement, (xi) the documentation governing Permitted Debt (other than Permitted Acquired Debt) so long as such restrictions are no more restrictive than those contained in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) aboveSenior Subordinated Note Documents, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or the Senior Subordinated Note Documents, (xiii) restrictions imposed by any amendments or refinancings that are on the transfer of assets securing purchase money obligations and Capitalized Lease Obligations otherwise permitted hereunder, and (xiv) customary net worth provisions contained in Real Property leases entered into by the Loan Documents Subsidiaries of the contracts, instruments or obligations referred to US Borrower so long as the US Borrower has determined in clause (vii) above; provided good faith that such amendments or refinancings are no more materially restrictive with respect net worth provisions could not reasonably be expected to such encumbrances impair the ability of the US Borrower and restrictions than its Subsidiaries to meet their ongoing obligations (including those prior to such amendment or refinancingunder this Agreement and under the Senior Subordinated Notes).

Limitation on Certain Restrictions on Subsidiaries. Directly The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower the Company or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to Borrower the Company or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to Borrower the Company or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; Legal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Loan Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Company or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by a Subsidiary the Company or any of its Subsidiaries in the ordinary course of business; , (v) restrictions on the transfer of any holder asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; 6.03, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in connection with or in contemplation the ordinary course of such person becoming a Subsidiary of Borrower; business, (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company company, joint venture or similar person; Person, (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business; , pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (viiix) above; above or clauses (xii) through (xvi) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) restrictions contained in the Five- Year Unsecured Revolving Credit and Letter of Credit Facility, (xiii) agreements and arrangements set forth on Schedule 6.12, (xiv) any instrument governing Acquired Indebtedness, of the Person so acquired, (xv) an agreement or instrument relating to any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xvi) encumbrances or restrictions existing under the Xxxxx’x XX Facility or the IPC Facility or under any other Indebtedness permitted under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company. SECTION 6.13.

Limitation on Certain Restrictions on Subsidiaries. Directly (a) The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (by) make loans or advances to the Borrower or any Subsidiary of the Borrower or (cz) transfer any of its properties or assets to the Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the provisions contained in the Scheduled Existing Indebtedness, (iv) the Senior Subordinated Note Documents, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; Subsidiary of the Borrower, (ivvi) customary provisions restricting assignment of any agreement contract entered into by a the Borrower or any Subsidiary of the Borrower in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; , (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted AcquisitionAcquired Debt, which encumbrance or restriction is not applicable to any person, Person or the properties or assets of any personPerson, other than the person Person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or Person acquired pursuant to any joint venture agreement or stockholders agreements solely to the extent of respective Permitted Acquisition and so long as the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any respective encumbrances or restrictions imposed by any amendments were not created (or refinancings that are otherwise permitted by the Loan Documents made more restrictive) in connection with or in anticipation of the contracts, instruments respective Permitted Acquisition and (viii) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or obligations referred to a Permitted Acquisition effected in clause (vii) aboveaccordance with Section 8.14; provided that the restrictions applicable to the respective such amendments Joint Venture are not made worse, or refinancings are no more materially restrictive with respect to such encumbrances burdensome, from the perspective of the Borrower and restrictions its Subsidiaries, than those prior as in effect immediately before giving effect to such amendment the consummation of the respective Investment or refinancingPermitted Acquisition.

Limitation on Certain Restrictions on Subsidiaries. Directly (a) The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, except as set forth on Schedule X, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary, of its Subsidiaries or pay any Indebtedness owed to the Borrower or a Subsidiaryany of its Subsidiaries, (by) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the provisions contained in the Existing Indebtedness, (iv) restrictions existing under Permitted Debt hereafter incurred or issued in accordance with the relevant definitions contained herein, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; the Borrower or any of its Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement entered into by a Subsidiary the Borrower or any of its Subsidiaries in the ordinary course of business; , (vvii) restrictions imposed by any holder of a Permitted Lien permitted by Section 6.02 restricting on the transfer transferability of any asset subject to such Permitted Lien, (viii) restrictions on the property subject thereto; (vi) customary restrictions Receivables Subsidiary, and conditions contained in any agreement relating with respect to the sale of any property permitted under Section 6.06 pending Receivables Facility Assets, set forth in the consummation of such sale; Receivables Documents and (viiix) any agreement in effect at Subsidiary which is the time such issuer of Permitted Acquired Debt or Permitted Acquired Subsidiary becomes a Subsidiary of Borrower, Preferred Stock may be subject to the restrictions contained therein (so long as such agreement was same were not entered into made worse, from the perspective of the Borrower, than the restrictions as in connection with or in contemplation effect immediately prior to the acquisition of such person becoming the respective Subsidiary pursuant to a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing).

Limitation on Certain Restrictions on Subsidiaries. Directly The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Parent or any SubsidiarySubsidiary of the Parent, or pay any Indebtedness owed to Borrower the Parent or a SubsidiarySubsidiary of the Parent, (b) make loans or advances to Borrower the Parent or any Subsidiary of the Parent’s Subsidiaries or (c) transfer any of its properties or assets to Borrower the Parent or any Subsidiaryof the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Credit Documents; , (iii) the $550M Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other $550M Credit Documents, (iv) the Junior Credit Agreement and the other Junior Credit Documents or any Permitted Refinancing Indebtedness incurred in respect thereof or amendments thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent or a Subsidiary; Subsidiary of the Parent, (ivvi) customary provisions restricting assignment of any agreement entered into by the Parent or a Subsidiary of the Parent in the ordinary course of business; , (vvii) any holder of a Permitted Lien permitted by Section 6.02 restricting may restrict the transfer of the property asset or assets subject thereto; , (viviii) customary restrictions and conditions which are not more restrictive than those contained in this Agreement contained in any agreement relating to documents governing any Indebtedness incurred after the sale Original Effective Date in accordance with the provisions of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale this Agreement and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingNon-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Directly The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower the Company or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower the Company or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to Borrower the Company or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to Borrower the Company or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; Legal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Loan Documents; Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Company or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by a Subsidiary the Company or any of its Subsidiaries in the ordinary course of business; , (v) restrictions on the transfer of any holder asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; 6.03, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in connection with or in contemplation the ordinary course of such person becoming a Subsidiary of Borrower; business, (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company company, joint venture or similar person; Person, (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business; , pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lender than the encumbrances and restrictions contained in this Agreement, (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (viiix) above; above or clauses (xii) through (xvi) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) restrictions contained in the Five-Year Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, the Five-Year Unsecured Revolving Credit and Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, (xiii) agreements and arrangements set forth on Schedule 6.12, (xiv) any instrument governing Acquired Indebtedness, of the Person so acquired, (xv) an agreement or instrument relating to any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xvi) encumbrances or restrictions existing under the IPC Facility or under any other Indebtedness permitted under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in this Agreement as determined in the good faith judgment of the board of directors of the Company. SECTION 6.13.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents and/or the First Lien Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s 's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiiix) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause clauses (iii) or (vii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.