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 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 (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 No Credit Agreement Party will, nor will permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the U.S. Borrower or any SubsidiarySubsidiary of the U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or a SubsidiarySubsidiary of the U.S. Borrower, (by) make loans or advances to the U.S. Borrower or any Subsidiary of the U.S. Borrower or (cz) transfer any of its properties or assets to the U.S. 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 the U.S. Borrower or a Subsidiary; Subsidiary of the U.S. Borrower, (iv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by a the U.S. Borrower or any Subsidiary of the U.S. 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 Person acquired pursuant to the respective Permitted Acquisition and so acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 9.03(iv), (x), (xi), (xii) and (xvi), (viii) the Existing 2011 Senior Notes Documents, (ix) the Existing 2010 Senior Notes Documents, (x) the Existing 2009 Senior Notes Documents, (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) aboveExisting 2013 Senior Notes 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 restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of ABL Credit Documents, (xiii) on and after the contractsexecution and delivery thereof, instruments or obligations referred to in clause the Permitted Senior Notes Documents, and (viixiv) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances on and restrictions than those prior to such amendment or refinancingafter the execution and delivery thereof, the Permitted Senior Refinancing Notes 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 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 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 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 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 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 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 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 customary provisions restricting the transfer of the property assets subject thereto; to Liens permitted under Sections 8.03(l) and (m) and (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 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 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 only applies 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 Foreign Subsidiary incurring such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingIndebtedness.

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 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 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 Aleris will not permit any of its Subsidiaries that is not a Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock Equity Interests owned by Aleris or any other interest or participation in of its profits owned by Borrower or any SubsidiarySubsidiaries, or pay any Indebtedness owed to Borrower Aleris or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to Borrower Aleris or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to Borrower Aleris or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law or any applicable regulation, rule, order, approval, license or other restrictions issued by any Governmental Authority, (ii) this Agreement and the other Loan Credit Documents; , in accordance with the terms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Closing Date), (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; Aleris or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Aleris or any of its Subsidiaries is the licensee) or other contract entered into by a Subsidiary Aleris 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; 10.01 (iii), (vi), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted respective Subsidiary’s industry imposed by customers 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 contractual arrangements 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 with respect to cash or other deposits or minimum net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; similar requirements, (xviii) 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 on conditions imposed by any amendments agreement relating to secured Indebtedness permitted to be incurred hereunder if such restrictions apply only to the property or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that assets securing such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.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 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 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 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 No Credit Agreement Party will, nor will permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by 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) 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 (in which the Borrower or any of its Subsidiaries is the licensee) or any other 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 Person acquired pursuant to the respective Permitted Acquisition and so acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with Section 9.14; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 10.03(iv), (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes Documents; (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 entityExisting 2013 Senior Notes Documents; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of Intermediate Holdco Credit Documents; (xiii) the contractsTerm Credit Documents; (xiv) the Wellbeing Project Financing Documents; (xv) on and after the execution and delivery thereof, instruments or obligations referred to in clause the Permitted Senior Notes Documents; and (viixvi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances on and restrictions than those prior to such amendment or refinancingafter the execution and delivery thereof, the Permitted Senior Refinancing Notes 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 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 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 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 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 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 SubsidiarySubsidiary of the Company, or pay any Indebtedness owed to Borrower the Company or a SubsidiarySubsidiary of the Company, (b) make loans or advances to Borrower the Company or any Subsidiary of the Company's 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; 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 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) 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 the Company and Superior Telecommunications, the Brownwood Lease, (vi) the restrictions contained in the Essex Funding Agreement, the Essex Capital Lease Facility and the Essex Canadian Facility, each as in effect as of the date hereof and any joint venture which is not a Loan Party in respect refinancing thereof so long as the terms and conditions 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 adverse in any material respect to the Company or the Lenders than with respect to the Indebtedness being so refinanced, (vii) customary provisions restricting the transfer of or by those assets pursuant to, and subject to other Liens permitted under Section 8.03(h), (i), (j), (k) or (l) of this Exhibit E and (viii) restrictions or encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such Indebtedness, provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided, further, such restrictions or encumbrances and restrictions than those prior apply solely to such amendment Subsidiary or refinancingasset so acquired.

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 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 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 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 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 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 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 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, 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 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 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, 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 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 Aleris will not permit any of its Subsidiaries that is not a Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock Equity Interests owned by Aleris or any other interest or participation in of its profits owned by Borrower or any SubsidiarySubsidiaries, or pay any Indebtedness owed to Borrower Aleris or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to Borrower Aleris or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to Borrower Aleris or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law or any applicable regulation, rule, order, approval, license or other restrictions issued by any Governmental Authority, (ii) this Agreement and the other Loan Credit Documents; , in accordance with the terms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Closing Date), (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; Aleris or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Aleris or any of its Subsidiaries is the licensee) or other contract entered into by a Subsidiary Aleris 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; 10.01 (iii), (vi), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted respective Subsidiary’s industry imposed by customers 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 contractual arrangements 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 with respect to cash or other deposits or minimum net worth or similar requirements, (viii) restrictions on conditions imposed by suppliers any agreement relating to secured Indebtedness permitted to be incurred hereunder if such restrictions apply only to the property or landlords under contracts entered into assets securing such Indebtedness, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures to the ordinary course of business; extent such joint ventures are permitted hereunder, (x) any agreement or other instrument governing Indebtedness assumed of a Person acquired in a Permitted Acquisition or other Investment or acquisition permitted hereunder in existence at the time of such Permitted Acquisition or other Investment or acquisition (but not created in connection with any Permitted Acquisitiontherewith or in contemplation thereof), 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 property or assets of the person Person so acquired; , (xi) customary restrictions in the case of any joint venture which is not a Loan Party in respect of any matters referred Indebtedness incurred pursuant to in clauses Section 10.04(xii), (bxiv), (xxiv), (xxvii) and (c) abovexxx), 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 and (xii) any encumbrances provisions contained in agreements related to or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred evidencing Indebtedness incurred pursuant 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 10.04(ii).

Limitation on Certain Restrictions on Subsidiaries. Directly VHS Holdco I 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 Subsidiary of VHS Holdco I 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 VHS Holdco I or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to Borrower VHS Holdco I or a Subsidiaryany Subsidiary of VHS Holdco I, (b) make loans or advances to Borrower VHS Holdco I or any Subsidiary of VHS Holdco I or (c) transfer any of its properties or assets to Borrower VHS Holdco I or any SubsidiarySubsidiary of VHS Holdco I, except (I) in each case for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and Agreement, the other Loan Documents; New Senior Unsecured Note Documents (as originally in effect), the Shareholders’ Agreements (as originally in effect), any documents governing Permitted Unsecured Notes or Permitted Secured Notes or any Permitted Refinancing Indebtedness in respect of any of the foregoing, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; VHS Holdco I or any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any agreement entered into by a VHS Holdco I or any Subsidiary of the VHS Holdco I in the ordinary course of business; , (v) any holder restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (vi) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Lien Subsidiary permitted by under Section 6.02 restricting 9.02 pending the transfer closing of the property subject thereto; such sale or disposition, or (vivii) customary restrictions and conditions contained in any agreement relating to the sale of any property asset permitted under Section 6.06 9.02 pending the consummation of such sale; , and (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; (xiII) in the case of any joint venture which is not a Loan Party encumbrances or restrictions of the type described in preceding clause (c) only, (x) rights of first refusal in respect of any matters referred the sale of assets of or Equity Interests in Health Care Joint Ventures in favor of the joint venture partner of the Borrower or its respective Subsidiary relating to in clauses (b) the respective Health Care Joint Venture and (cy) above, other restrictions in such person’s Organizational Documents any partnership, shareholder, operating or pursuant to any joint venture similar agreement or stockholders agreements solely of a Health Care Joint Venture to the extent such restrictions are no less favorable in any respect to either the Lenders or the Borrower (or its respective Subsidiary that holds Equity Interests in such Health Care Joint Venture) than those contained in Section 2.3 or 2.5 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 refinancingRestrictive Shareholders’ Agreements.

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 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 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 (ax) pay dividends or make any other distributions on its capital stock 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, (by) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries or (cz) 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 Effective Date as set forth on the property subject thereto; Effective 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 Effective 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) any instrument Refinancing Indebtedness (provided, that the restrictions contained in the agreements governing such Refinancing Indebtedness assumed are not materially more restrictive, taken as a whole, than those contained 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 agreements governing the person or the properties or assets of the person so acquiredIndebtedness being refinanced); (xi) in agreements or instruments that prohibit the case payment of any joint venture which is not dividends or the making of other distributions with respect to Capital Stock other than on a Loan Party in respect of any matters referred to in clauses (b) and (c) abovepro rata basis, 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 any Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Permitted Indebtedness, or any agreement pursuant to which such Permitted Indebtedness was issued, (xiii) restrictions on the transfer of any asset pending the close of the sale of such asset (xiv) any restriction or encumbrance or the transfer of any assets subject to Liens not prohibited by Section 9.3 hereof, or (xv) encumbrances and restrictions than those prior to such amendment or refinancingcontained in the Master Indenture Documents.

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 The US Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of (a) the US Borrower or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or (b) any such Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the US Borrower or any SubsidiarySubsidiary of the US Borrower, or pay any Indebtedness owed to the US Borrower or a SubsidiarySubsidiary of the US Borrower, (bii) make loans or advances to the US Borrower or any Subsidiary of the US Borrower or (ciii) transfer any of its properties or assets to the US Borrower or any Subsidiaryof its Subsidiaries except, except in each case, for such encumbrances or restrictions existing under or by reason of (iA) applicable Requirements of Law; law, (iiB) this Agreement and the other Loan Credit Documents; , (iiiC) the arrangements in effect on the date hereof identified on Schedule 7.14 (or to any extension or renewal of, or any amendment, modification or replacement not 146 expanding the scope of, any such encumbrance or restriction), (D) 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 US Borrower 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 US Borrower entered into in the ordinary course of business that restrict the transfer and consistent with past practices, (E) 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 the US Borrower or any Subsidiary of the US Borrower in the ordinary course of business; , (xF) 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 made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (G) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Loan Documents US Borrower or any of its Subsidiaries in the ordinary course of business, (H) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the contractsacquisition thereof as a result of an Investment pursuant to Section 7.05 or a Permitted Acquisition effected in accordance with Section 6.13, instruments or obligations referred to in clause (vii) above; provided that the restrictions applicable to such amendments respective Joint Venture are not made worse, or refinancings are no more materially restrictive burdensome, from the perspective of the US Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (I) 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, (J) 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, (K) the documentation governing Permitted Debt (other than Permitted Acquired Debt) so long as such restrictions are on market terms and reasonably satisfactory to the Administrative Agent, (L) restrictions on the transfer of assets securing purchase money obligations and Capitalized Lease Obligations otherwise permitted hereunder, (M) customary net worth provisions contained in Real Property leases entered into by Subsidiaries of the US Borrower so long as the US Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the US Borrower and its Subsidiaries to meet their ongoing obligations (including those under this Agreement), (N) the US Borrower Notes Documents, (O) any agreement relating to secured Indebtedness permitted by this Agreement if such encumbrances or restrictions apply only to the property or assets securing such Indebtedness, and (P) customary restrictions than those prior with respect to such amendment any Special Purpose Securitization Subsidiary contained in any Permitted Securitization Document or refinancingPermitted Receivables Financing Document entered into in connection with a Permitted Securitization Financing or Permitted Receivables Financing permitted pursuant to Section 7.04(p).

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 Permitted Unsecured Indebtedness; (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 (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 (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 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 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.

Limitation on Certain Restrictions on Subsidiaries. Directly 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 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 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; Holdings 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), (ix) and (xix), (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; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of BorrowerIndebtedness, 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 any restrictions in the ordinary course of business that restrict Senior Subordinated Note Documents, the transfer of ownership interests in such partnershipSenior Second Lien Note Documents, limited liability company or, after the issuance thereof, any Permitted Refinancing Subordinated Indebtedness, Permitted Refinancing Second Lien Indebtedness, the Permitted Seller Notes or similar person; other Indebtedness permitted pursuant to Section 9.04(xvii) or (xviii), (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, customary restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement agreements entered into by Holdings or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or its Subsidiaries and (xiix) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by in existence on 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 Initial Borrowing Date and restrictions than those prior to such amendment or refinancingset forth on Schedule IV.

Limitation on Certain Restrictions on Subsidiaries. Directly (a) The Canadian 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 (ax) pay dividends Dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by Borrower the Canadian Parent or any Subsidiary, of its Subsidiaries or pay any Indebtedness owed to Borrower the Canadian Parent or a Subsidiaryany of its Subsidiaries, (by) make loans or advances to Borrower the Canadian Parent or any Subsidiary of its Subsidiaries or (cz) transfer any of its properties or assets to Borrower the Canadian Parent 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) the provisions contained in the Senior Unsecured Note Documents (or any other Indebtedness which are not more restrictive than the provisions contained in the Senior Unsecured Note Documents), (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; the Canadian Parent or any of its Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement entered into by a Subsidiary the Canadian Parent 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 Intercompany Receivables Subsidiaries, and with respect to Intercompany Receivables Facility Assets, set forth in the property respective Intercompany Receivables Facility Documents and (ix) any Subsidiary which is the issuer of Permitted Acquired Debt or Permitted Acquired Subsidiary Preferred Stock may be 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; restrictions contained therein (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was same were not entered into made worse, from the perspective of the Canadian Parent, 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 Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower 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 Borrower or any Subsidiarythe 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) 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) the Borrower Senior Note Documents and agreements evidencing Existing Indebtedness, (vi) Foreign Subsidiary Indebtedness, (vii) the Synthetic Lease Financing Documents, (viii) 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 9.01(vii), (viviii), (x), (xiv), (xv) 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; (viixvi) 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 restrictions only apply to the assets subject to such person becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.11Liens, 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 which are imposed on cash any Subsidiary of the Borrower acquired pursuant to a Permitted Section 9.02(viii) Acquisition or other deposits pursuant to an investment in a Person which, upon the making of such an investment, will become a new Subsidiary pursuant to Section 9.05(xii) or net worth imposed by suppliers or landlords under contracts entered into (xiv), in either case to the ordinary course of business; (x) extent that such restrictions are set forth in any instrument governing existing Indebtedness permitted to be assumed in connection with any such Permitted Acquisition, which encumbrance Section 9.02(viii) Acquisition or restriction is such investment and 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 Subsidiary being acquired and such restrictions were not created or the properties imposed in connection with, or assets of the person so acquired; (xiin anticipation or contemplation of, such Permitted Section 9.02(viii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in Acquisition or 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 refinancinginvestment.

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 date hereof; (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 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 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) 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 Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests or any other interest or participation in its profits owned by 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 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) 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(u) or a Permitted Acquisition effected in accordance with Section 8.02(q), PROVIDED that the restrictions applicable to the respective Joint Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vi) the Rollover Senior Subordinated Note Documents, (vii) customary provisions restricting the transfer of 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) and (viim), (viii) any agreement in effect at the time such document or instrument evidencing Foreign Subsidiary becomes a Subsidiary Line of Borrower, Credit 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; (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 and/or the Alternate Vendor Financing Program.

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 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 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 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 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 Note 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 8.03(k), (m) and (o), (vii) any agreement in effect at the time such document or instrument evidencing Foreign Subsidiary becomes a Subsidiary of Borrower, Working Capital Indebt edness 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; Indebtedness 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 refinancingAccounts Receivable Facility Documents.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectlyParent and the Company will not, and will not permit any of the Company’s Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits profits, in each case owned by 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 that are Borrowers or (c) transfer any of its properties or assets to Borrower the Company or any Subsidiaryof its Subsidiaries that are Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; any agreement in effect on the Effective Date and described on Schedule 10.08, (ii) applicable law, (iii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents), (iv) the Priming Term Loan Agreement and the other Priming Term Loan Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in the Priming Term Loan Agreement and the other Priming Term Loan Documents; ), (iiiv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Company or any of its Subsidiaries, (ivvi) [reserved], (vii) customary provisions restricting assignment assignment, sublicensing or subletting of any licensing or leasing agreement (in which the Company or any of its Subsidiaries is the licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by a Subsidiary Parent, the Company or any of its Subsidiaries in the ordinary course of business; , (vviii) restrictions on the transfer of any holder asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such asset or Subsidiary, (ix) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.02 restricting the transfer of the property subject theretoXxxxxxxx 00.00(x), (x), (x), (x), (x), (x), (x), (x), (x) or (x); (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; (viix) any agreement or instrument in effect at the time such Subsidiary any entity becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with the Company or in contemplation of such person becoming any assets are acquired by 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 AcquisitionCredit Party, 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 so acquiredacquired and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (xi) 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 applicable 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 that is a Subsidiary, (xii) customary restrictions on the transfer of joint venture interests, (xiii) restrictions and conditions on any encumbrances or restrictions Foreign Subsidiary imposed by the terms of any amendments Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, (xiv) customary net worth provisions contained in real property leases entered into by the Company and the Subsidiaries in the ordinary course of business, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and Subsidiaries to meet their ongoing obligations, (xv) any restrictions regarding licenses or sublicenses by the Company and the Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xvi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause the foregoing clauses (viii) abovethrough (xv); provided provided, that such amendments amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Company, no more materially restrictive with respect to such encumbrances and restrictions encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment amendment, modification, restatement, renewal, increase, supplement, refunding, replacement 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) 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 or indirectlyThe Borrower shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary consensual Payment Restriction with respect 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 SubsidiarySubsidiaries, except for any such encumbrances or restrictions Payment Restriction existing under or by reason of (ia) applicable Requirements of Law; law, (ii) this Agreement and the other Loan Documents; (iiib) customary provisions restricting subletting non-assignment 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 net worth provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and leases or other similar agreements contracts entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnershipand consistent with past practices, limited liability company or similar person; (ixc) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into purchase money obligations for property acquired in the ordinary course of business; business that impose restrictions on the property so acquired, (xd) customary restrictions imposed on the transfer of copyrighted or patented materials, (e) the entering into of a contract for the sale or other disposition of assets, directly or indirectly, so long as such restrictions do not extend to assets that are not subject to such sale or other disposition, (f) the terms of any instrument governing agreement evidencing any Indebtedness assumed of Subsidiaries that was permitted hereby to be incurred that only restricts the transfer of the assets purchased with the proceeds of such Indebtedness, (g) the terms of the Senior Notes Indenture in connection with effect on the Initial Borrowing Date, (h) the terms of any Permitted Acquisitionagreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Agreement, which encumbrance provided that such Payment Restriction only applies to assets that were subject to such restriction and encumbrances prior to the acquisition of such assets by the Borrower or any of its Subsidiaries, (i) contracts of any Subsidiaries of the Borrower in effect prior to such Person becoming a Subsidiary of the Borrower and not entered into in contemplation thereof, so long as such restriction is not applicable applies only to any personsuch Subsidiary or its assets, or the properties (j) restrictions on transfer of property 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 Lien permitted under this Agreement, (k) the terms of any agreement in effect on the Initial Borrowing Date as such Payment Restriction is in effect on the Initial Borrowing Date 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) aboveas thereafter amended; provided that such amendments or refinancings are Payment Restriction is no more materially restrictive, (l) this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty, and (m) "Refinancing Indebtedness" (as such term is defined in the Senior Notes Indenture); provided that any such Payment Restrictions that arise under such "Refinancing Indebtedness" are not, taken as a whole, more restrictive with respect to such encumbrances and restrictions than those prior to such amendment under the agreement creating or refinancingevidencing the Indebtedness being refinanced.

Limitation on Certain Restrictions on Subsidiaries. Directly No Credit Agreement Party will, nor will any Credit Agreement Party 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 Equity Interests or any other interest or participation in its profits owned by Borrower such Credit Agreement Party or any SubsidiarySubsidiary of such Credit Agreement Party (it being understood that the priority of any CLC Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock of CLC shall not be deemed to be a restriction on the ability of CLC to make distributions on its Equity Interests), or pay any Indebtedness owed to Borrower such Credit Agreement Party or a SubsidiarySubsidiary of such Credit Agreement Party, (by) make loans or advances to Borrower such Credit Agreement Party or any Subsidiary of such Credit Agreement Party or (cz) transfer any of its properties or assets to Borrower such Credit Agreement Party 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 New Senior Subordinated Notes Documents, (v) 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, (vi) 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; , (xvii) 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 acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (viii) 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; (ix) the Existing 2006 Senior Subordinated Notes Documents; (x) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.15, provided that the restrictions applicable to 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, (xi) in the case of any joint venture which is not restriction or encumbrance with respect to a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or Subsidiary imposed pursuant to any joint venture an agreement which has been entered into for the sale or stockholders agreements solely to the extent disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, so long as such sale or property held in disposition of all or substantially all of the subject joint venture Equity Interests or other entity; or assets of such Subsidiary is permitted under this Agreement, (xii) on and after the execution and delivery thereof, the documentation governing Permitted Debt (other than Permitted Acquired Debt), (xiii) restrictions on the transfer of any encumbrances or asset pending the close of the sale of such asset, so long as such sale is permitted under this Agreement, (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 under this Agreement, (xiv) customary net worth provisions contained in Real Property leases entered into by the Loan Documents Subsidiaries of the contractsHoldings, instruments or obligations referred to so long as Holdings has determined in clause (vii) above; provided good faith that such amendments net worth provisions could not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations (including those under this Agreement, the New Senior Subordinated Notes and any Permitted Debt) and (xv) on or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancingthe Redemption Date, the Existing Junior PIK Notes Documents and the Existing Senior Subordinated Secured Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. Directly Holdings and WPIV will not, and will not permit the Borrower or any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any 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) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of a Subsidiary; the Borrower or any Subsidiary of the Borrower, (iv) 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; , (v) 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 9.01(iii), (iv), (vi), (vii), (viii), (x), (xii), (xiii) and (xiv), (vi) customary restrictions and conditions contained in under any agreement relating to contracts for the sale of (or the granting of an option to buy) assets, including, without limitation, any property restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, pending the closing of such sale or disposition, PROVIDED that any such restriction relates solely to the assets that are the subject of such contract (or such option) and such sale (or the granting of such option assuming same is exercised) is otherwise permitted under Section 6.06 pending the consummation of such sale; 9.02, (vii) restrictions under any agreement in effect or instrument of a Person existing at the time such Subsidiary it becomes a Subsidiary of Borrower, so long as the Borrower provided that such agreement restriction was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrower; and (viii) without affecting the Loan Parties’ obligations restrictions under Indebtedness permitted under Section 5.119.04(xi) so long as such restrictions will not, 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 good faith determination of the person so acquired; (xi) in the case Board 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 Directors of the Equity Interests of or property held in Borrower, impair 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 ability of the contracts, instruments or obligations referred Borrower 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 refinancingrepay the Obligations.

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 (a) Holdings or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or (b) any such Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower Holdings or any SubsidiarySubsidiary of Holdings, or pay any Indebtedness owed to Borrower Holdings or a SubsidiarySubsidiary of Holdings, (bii) make loans or advances to Borrower Holdings or any Subsidiary of Holdings or (ciii) transfer any of its properties or assets to Borrower Holdings or any Subsidiaryof its Subsidiaries except, except in each case, for such encumbrances or restrictions existing under or by reason of (iA) applicable Requirements of Law; law, (iiB) this Agreement and the other Loan Credit Documents; , (iiiC) the arrangements in effect on the date hereof identified on Schedule 7.14 (or to any extension or renewal of, or any amendment, modification or replacement not expanding the scope of, any such encumbrance or restriction), (D) 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, (E) 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; , (xF) 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 contractsrespective Permitted Acquisition, instruments (G) customary provisions restricting the assignment of licensing agreements, management agreements or obligations referred franchise agreements entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (H) 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 clause (vii) above; accordance with Section 6.13, provided that the restrictions applicable to such amendments respective Joint Venture are not made worse, or refinancings are no more materially restrictive 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, (I) 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 134 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, (J) 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, (K) the documentation governing Permitted Debt (other than Permitted Acquired Debt) so long as such restrictions are not materially more restrictive than those contained in the Senior Subordinated Note Documents (prior to giving effect to the consummation of the Debt Tender Offer), (L) restrictions on the transfer of assets securing purchase money obligations and Capitalized Lease Obligations otherwise permitted hereunder, (M) customary net worth provisions contained in Real Property leases entered into by Subsidiaries of the US Borrower so long as the US Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the US Borrower and its Subsidiaries to meet their ongoing obligations (including those under this Agreement), (N) the Holdings Notes Documents and (O) any agreement relating to secured Indebtedness permitted by this Agreement if such encumbrances and or restrictions than those prior apply only to the property or assets securing such amendment or refinancingIndebtedness.

Limitation on Certain Restrictions on Subsidiaries. Directly No Credit Party (a) shall, nor shall it permit any of its Subsidiaries (other than any Excluded Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than an Excluded Subsidiary) to (ai) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Debt owed to the Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (bii) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries or (ciii) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (iA) applicable Requirements of Lawlaw; (iiB) this Agreement, the other Loan Documents or the JV Credit Agreement; (C) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (D) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (E) any holder of a Lien permitted by Section 6.1 restricting the transfer of the property subject thereto; (F) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.4 pending the consummation of such sale, (G) contractual arrangements or covenants described on Schedule 6.3 hereto and, in the case that such arrangements or covenants are in regards to Debt, any Permitted Refinancing thereof (to the extent permitted under Section 6.2 hereof) and in the case of arrangements or covenants that do not involve Debt, any agreement evidencing any renewal or extension thereof to the extent permitted hereunder, (H) such restrictions that are binding on a Credit Party or any Subsidiary of a Credit Party at the time such Credit Party or Subsidiary first becomes a Subsidiary, so long as such contractual obligations were not entered into in contemplation of the acquisition whereby such Subsidiary was acquired and so long as such restrictions only apply to such Credit Party or such Subsidiary, (I) customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to such joint ventures, in each case, to the extent that such joint ventures are permitted hereunder, (J) customary restrictions on leases, subleases, licenses, sublicenses, asset sale or similar agreements, including with respect to Intellectual Property and other similar agreements, in each case, to the extent leases, subleases, licenses, sublicenses, asset sale or similar agreements are permitted under this Agreement and so long as such restrictions relate solely to the other Loan Documents; assets subject thereto, (iiiK) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Credit Party or any Subsidiary of a Subsidiary; Credit Party, (ivL) arising in connection with cash deposits or other deposits permitted under Section 6.1 to the extent that such restriction shall only be in regards to such deposit(s), (M) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; , (vN) Reserved, or (O) Reserved and (b) shall directly or indirectly, create or otherwise cause or suffer to exist or become effective 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 on the ability of the JV Company to (i) pay dividends or make any personother distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or the properties or assets of pay 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 Debt owed to the extent Borrower or any Subsidiary, (ii) make loans or advances to the Borrower or any of the Equity Interests of or property held in the subject joint venture or other entity; its Subsidiaries or (xiiiii) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions imposed existing under or by any amendments reason of (A) applicable law and (B) this Agreement or refinancings that are otherwise permitted by the other 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 refinancingDocuments.

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 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 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 Funding Date and set forth on Schedule 8.12 and such other encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; law, (ii) this Agreement and the other Credit Documents, (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 Documents; , but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit 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 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 and restrictions than those prior to such amendment or refinancing(H) other customary nonassignment provisions in leases, licenses and similar agreements and other contracts.

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 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 licensing agreement entered into by a the Borrower or any Subsidiary of the Borrower in the ordinary course of business; , (v) the Credit Agreement, dated February 4, 1997, between Copetro, Banca Nazionale del Lavoro S.A. and any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; other bank party thereto (as amended, restated, refinanced, renewed or replaced), (vi) customary restrictions and conditions contained in Indebtedness of the Borrower or any agreement relating to the sale of any property Domestic Subsidiary permitted under Section 6.06 pending 9.04 to the consummation of such sale; extent no more restrictive, taken as a whole, than this Agreement and (vii) any agreement in effect at the time such Foreign 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 refinancingIndebtedness.

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 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 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 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 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 (ax) 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, (by) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries or (cz) 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 Schedule 9.8 hereto (and all replacements or substitutions thereof on terms not materially more adverse to the property subject thereto; 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, take 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 Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness assumed was issued, if (1) the encumbrance or restriction applies only in connection the event of a payment default or a default with any Permitted Acquisitionrespect to a financial covenant contained in such Indebtedness or agreement, which (2) the encumbrance or restriction is not applicable materially more disadvantageous to the Lenders than is customary in comparable financings, and (3) such encumbrance or restriction will not materially affect the Borrower's ability to make principal or interest payments on the Loans, (xiii) restrictions on the transfer of any personasset pending the close of the sale of such asset (xiv) any restriction or encumbrance or the transfer of any assets subject to Liens permitted by Section 9.3 hereof, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xixv) 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 contained in the Master Indenture Documents which are not materially more restrictive than those prior to such amendment or refinancingthe encumbrances and restrictions contained in the Master Indenture Documents as in effect on the Closing Date.

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 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 146 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 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 Company or any Subsidiary, or pay any Indebtedness owed to Borrower the Company or a Subsidiary, (b) make loans or advances to Borrower the Company or any Subsidiary 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 Law; (ii) this Agreement and the other Loan Transaction Documents; (iii) the Senior 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 8.2(b) 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 8.2(f) pending the consummation of such sale; (viiviii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrowerthe Company, so long as such agreement was not entered into in connection with or in contemplation of such person Person becoming a Subsidiary of Borrowerthe Company; (viiiix) without affecting the Loan Issuer Parties’ obligations under Section 5.118.1(k), 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; (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 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; (xixii) in the case of any joint venture which is not a Loan an Issuer 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; or (xiixiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Transaction 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 effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any 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; , (ii) this Agreement and the other Loan Credit Documents; , (iii) the provisions contained in the Existing Indebtedness (and in any Permitted Refinancing Indebtedness issued to refinance any Existing Indebtedness so long as no more restrictive than those contained in the respective Existing Indebtedness so refinanced), (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 Borrower 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 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 Borrower entered into in the ordinary course of business; , (xv) customary restrictions and conditions contained in the documents relating to any Lien, so long as (A) such Lien is permitted under Section 9.03 and such restrictions or conditions relate only to the specific asset subject to such Lien and (B) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 9.14, (vi) customary provisions restricting assignment of any contract entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (vii) 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 (xior made more restrictive) in connection with or in anticipation of the case respective Permitted Acquisition, (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any joint venture which of its Subsidiaries in the ordinary course of business, (ix) restrictions applicable to any Joint Venture that is not a Loan Party in respect Subsidiary existing at the time of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or 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, (x) any joint venture restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or stockholders agreements solely to the extent disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, so long as such sale or property held in disposition of all or substantially all of the subject joint venture Equity Interests or other entity; or assets of such Subsidiary is permitted under this Agreement, (xi) 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, (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are on the transfer of assets securing purchase money obligations and Capitalized Lease obligations otherwise permitted under this Agreement, (xiii) customary net worth provisions contained in Real Property leases entered into by the Loan Documents Subsidiaries of the contractsBorrower, instruments or obligations referred to so long as the Borrower has determined in clause (vii) above; provided good faith that such amendments or refinancings are net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations (including those under this Agreement, the Holdings Existing Senior Notes, the Senior Notes and any Permitted Acquired Debt), (xiv) the Senior Notes (and in any Permitted Refinancing Indebtedness issued to refinance same so long as no more materially restrictive than those contained in the Senior Notes) and (xv) any restriction applicable to a Receivables Subsidiary effected in connection with respect a Qualified Receivables Financing that, in the good faith judgment of the Borrower, is necessary or advisable in connection therewith; provided, however, that such restrictions apply only to such encumbrances and restrictions than those prior to such amendment or refinancingReceivables Subsidiary.

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 Credit Documents; , (iiiiv) the Existing Senior Subordinated Note Documents (but only until the 45th day following the Initial Borrowing Date), (v) after the issuance of Permitted Subordinated Debt, the related Permitted Subordinated Debt Documents, provided that such encumbrances and restrictions are reflective of similar encumbrances and restrictions contained in definitive documentation governing securities similar to Permitted Subordinated Debt and are not (taken as a whole) materially more restrictive on the Borrower (or less favorable to the Lenders) than those encumbrances and restrictions contained in the Existing Senior Subordinated Note Documents, (vi) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of a Subsidiary; the Borrower or any of its Subsidiaries, (ivvii) 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; , (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 the transfer of the property subject thereto; 10.01(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) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borroweror (xv), 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 5.11, 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, or assets of, a partnership, limited liability company or joint venture that is a non-Wholly Owned Subsidiary of the Borrower that has been acquired or created in accordance with Section 10.16 and (xi) restrictions on the transfer of assets of any 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 joint venture described in the ordinary course of business; preceding clause (x) contained in any instrument governing agreement evidencing or securing 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 personsuch partnership, other than the person limited liability company or the properties or assets of the person so acquired; (xi) in the case of any joint venture which so long as such Indebtedness 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 refinancingunder Section 10.04.

Limitation on Certain Restrictions on Subsidiaries. Directly No -------------------------------------------------- Credit Agreement Party 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 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 Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; Holdings or any Subsidiary of Holdings, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by a Holdings or any Subsidiary of Holdings in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 restricting restrictions existing in the transfer of Senior Subordinated Note Documents as in effect on the property subject thereto; Initial Borrowing Date, (vi) customary restrictions and conditions contained existing in any agreement relating to the sale of any property permitted under Section 6.06 pending Junior Subordinated Note Documents as in effect on the consummation of such sale; Initial Borrowing Date, (vii) any agreement restrictions existing in effect at the time such Subsidiary becomes a Subsidiary of BorrowerReplacement Junior Subordinated Note Documents approved by the Syndication Agent and the Administrative Agent pursuant to Section 9.04(xiii), 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 existing in the ordinary course of business that restrict Wakefern Documents as in effect on the transfer of ownership interests in such partnershipInitial Borrowing Date, 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; Xxxxxx Subsidiary pursuant to the Xxxxxx 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 restrictions on the properties or assets transfer of any personasset subject to a Lien permitted by Sections 9.01(iii), 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 (bvi) 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 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) any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Sections 6.01(b), (e), (l), (m), (q), (t), (v), (w), (y) or (cc), in each case to the extent, in the good faith judgment of the Borrowers, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrowers have determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Loan Parties to meet their obligations under the Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of 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 refinancing; (xiii) any restrictions on transfer of the Equity Interests in NKL or its direct parents, 4260848 Canada Inc., 4260856 Canada Inc., and 8018227 Canada Inc., imposed by any lock-up or listing agreement, rule or regulation in connection with any listing or offering of Equity Interests in NKL to the extent required by Applicable Law or listing or stock exchange requirements; or (xiv) customary credit event upon merger provisions in Hedging Agreements.

Limitation on Certain Restrictions on Subsidiaries. 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 Subsidiary, (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) 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 or other disposition of any property permitted under Section 6.06 pending the consummation of such salesale or other disposition; (vii) 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; (viii) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any agreements evidencing Indebtedness permitted by Section 6.01(e) that impose restrictions on the property so acquired, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the property so acquired; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (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 (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 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 (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 contractsrespective 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 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, 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 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 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 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 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 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 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 No Credit Party shall, nor shall it permit any of its Subsidiaries (other than any Excluded Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than an Excluded Subsidiary) to (a) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any Subsidiaryof its Subsidiaries, or pay any Indebtedness Debt owed to the Borrower or a any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary of * Confidential Treatment Requested its Subsidiaries 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 Agreement, the other Loan Documents or the Indenture or any of the other 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 6.1 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property Property permitted under Section 6.06 6.4 pending the consummation of such sale; , (vii) contractual arrangements or covenants described on Schedule 6.3 hereto and, in the case that such arrangements or covenants are in regards to Debt, any Permitted Refinancing thereof (to the extent permitted under Section 6.2 hereof) and in the case of arrangements or covenants that do not involve Debt, any agreement 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 in such partnershipjoint ventures are permitted hereunder, limited liability company (x) are customary restrictions on leases, 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 leases, subleases, licenses, sublicenses, asset sale or similar agreements are permitted under this Agreement and so long as such restrictions relate solely to the assets subject thereto, (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 6.1 to the extent that such restriction shall only be in regards to such deposit(s), (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; , (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 6.1(u) hereof, or (xv) arise under any agreement or instrument relating to any Debt permitted to be incurred subsequent to the Closing Date pursuant to Section 6.2 if the restrictions are not more restrictive than those set forth in this Agreement and do not otherwise impair the ability of the 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 Credit Parties to perform their 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 refinancingunder this 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 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 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 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 that are otherwise permitted by the Loan Documents of or the contracts, instruments or obligations referred to in clause clauses (viiiii), (vi), (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 The Borrowers will not, and will not permit any of their Subsidiaries (other than a Special Purchase Vehicle) 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 Capital Stock or participation in its profits owned by a Borrower or any Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to a Borrower or a Subsidiaryany of its Subsidiaries, (by) make loans or advances to a Borrower or any Subsidiary of its Subsidiaries or (cz) transfer any of its properties or assets to Borrower the Borrowers or any Subsidiaryof their 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 Loan Agreement and the other Loan Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; Borrower or a Subsidiary of a Borrower, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by a Subsidiary Borrower or any of its 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 Schedule 9.8 hereto (and all replacements or substitutions thereof on terms not materially more adverse to the property subject thereto; Lenders and not materially less favorable or materially more onerous to the Borrowers and their respective 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 Loan 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, take 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 Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness assumed was issued, if (1) the encumbrance or restriction applies only in connection the event of a payment default or a default with any Permitted Acquisitionrespect to a financial covenant contained in such Indebtedness or agreement, which (2) the encumbrance or restriction is not applicable materially more disadvantageous to the Lenders than is customary in comparable financings, and (3) such encumbrance or restriction will not materially affect the Borrowers' ability to make principal or interest payments on the Loans, (xiii) restrictions on the transfer of any person, asset pending the close of the sale of such asset and (xiv) any restriction or encumbrance or the properties or assets transfer 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 subject 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 Liens 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 9.3 hereof.

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 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) 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 '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 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 SubsidiarySubsidiary of the Company, or pay any Indebtedness owed to Borrower the Company or a SubsidiarySubsidiary of the Company, (b) make loans or advances to Borrower the Company or any Subsidiary of the Company's 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; 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 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) 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 DNE and its Subsidiaries, the Existing Indebtedness Agreements as modified by the consent contemplated under Section 5.19, and in respect the case of any matters referred Superior and the Company, that certain lease agreement dated as of May 10, 1995 (the "Brownwood Lease") as amended, between Superior and ALP (TX) QRS-11-28, Inc., (vii) customary provisions restricting the transfer of or by those assets pursuant to, and subject to in clauses other Liens permitted under Section 8.03(h), (bi), (j), (k) or (l) and (cviii) above, restrictions in such person’s Organizational Documents or encumbrances pursuant to any joint venture agreement Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or stockholders agreements Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such Indebtedness, PROVIDED that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, PROVIDED, FURTHER, such restrictions or encumbrances apply solely to the extent of the Equity Interests of such Subsidiary 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 refinancingasset so acquired.

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 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 any Refinancing Subordinated Indebtedness, (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; (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; Sections 8.01(vi), (vii) and (xiii), (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, 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(xvii) 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(xvi).

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, SC1:3775857.9 LEGAL_US_E # 113365636.9 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 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 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 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 the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower; (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) 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 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.