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

Limitation on Certain Restrictions on Subsidiaries. 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 any of its Subsidiaries, or pay any Indebtedness owed to any of its Subsidiaries, (b) make loans or advances to any of its Subsidiaries, or (c) transfer any of its properties or assets to any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, (v) customary provisions restricting assignment of any agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit Guarantor or any of its their respective 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 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, Guarantor or any of its their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of its their respective Subsidiaries, (by) make loans or advances to the Borrower, Guarantor or any of its Subsidiaries, their respective Subsidiaries or (cz) transfer any of its properties or assets to the Borrower, Guarantor or any of its their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of its their respective Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Company Borrower, Guarantor or any Subsidiary of the Company their respective Subsidiaries in the ordinary course of business, and (viv) customary provisions restricting restrictions on the transfer of any assets subject to Liens or restrictions on the making of distributions imposed in connection with a Lien permitted under Section 8.01(iiiby Sections 7.2.3(b), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries(d).

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by the Borrower or any of its SubsidiariesSubsidiary, or pay any Indebtedness owed to any of its Subsidiariesthe Borrower or a Subsidiary, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiary or (c) transfer any of its properties to the Borrower or assets to any of its SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw or banking, financial institution or other regulation; (ii) this Agreement and the other Credit Documents, ; (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, the Borrower or a Subsidiary; (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company in the ordinary course of business, ; (v) any holder of a Lien permitted by Section 6.3 may restrict the transfer of the 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 provisions restricting restrictions and conditions contained in any agreement relating to the transfer sale of assets subject to Liens any property permitted under Section 8.01(iii), (vii), (viii), (ix) 6.5 pending the consummation of such sale; and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if in effect at the time such restrictions or conditions apply only to Subsidiary becomes a Subsidiary of the property or assets securing Borrower, so long as such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements agreement was not entered into by the Company or its Subsidiariesin contemplation of such person becoming a Subsidiary of Borrower.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a and leasehold interest of the Borrower or any of its Subsidiaries, (viv) 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 the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (viv) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii8.06(iii), (vii), (viii), (ix) and (xviiivi), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, or (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesxiii).

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Effective Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Holdings or any of its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, the Parent Credit Agreement, the Senior Notes Documents and the Existing Intercompany Indebtedness, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of Holdings or any of its Subsidiaries, (viv) customary provisions restricting assignment of any agreement entered into by the Company Holdings or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, business and (viv) customary provisions restricting any holder of a Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesthereto.

Limitation on Certain Restrictions on Subsidiaries. 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 the Company or any Subsidiary of its Subsidiariesthe Company, or pay any Indebtedness owed to any the Company or a Subsidiary of its Subsidiariesthe Company, (b) make loans or advances to the Company or any of its Subsidiaries, the Company's Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Company or a Subsidiary of its Subsidiariesthe Company, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject pursuant to Liens permitted under Section 8.01(iii8.03(j), (viik), (viiil), (ixm) or (n) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold or encumbrances pursuant to such contract, Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (viiior Indebtedness assumed at the time of a Permitted Acquisition) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets on an asset securing such Indebtedness, (ix) the Senior Notes provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) aboveprovided, customary further, that such restrictions in joint venture agreements entered into by the Company or its Subsidiariesencumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company PESCO 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 PESCO or any Subsidiary of its SubsidiariesPESCO, or pay any Indebtedness Funded Debt owed to PESCO or any Subsidiary of its SubsidiariesPESCO, (b) make loans or advances to PESCO or any Subsidiary of its Subsidiaries, PESCO or (c) transfer any of its properties or assets to PESCO or any Subsidiary of its SubsidiariesPESCO, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of PESCO or any Subsidiary of its SubsidiariesPESCO, (v) customary provisions restricting assignment of any licensing agreement entered into by the Company PESCO or any Subsidiary of the Company PESCO in the ordinary course of business, business and (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, Sections 9.01 (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesvi).

Limitation on Certain Restrictions on Subsidiaries. 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 the Company or any Subsidiary of its Subsidiariesthe Company, or pay any Indebtedness owed to any the Company or a Subsidiary of its Subsidiariesthe Company, (b) make loans or advances to the Company or any of its Subsidiaries, the Company's Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Company or a Subsidiary of its Subsidiariesthe Company, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, (v) 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 refinancing thereof so long as the terms and conditions of any such refinancings are no more 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 8.01(iii8.03(h), (viii), (viiij), (ixk) or (l) of this Exhibit E and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating encumbrances pursuant to secured Indebtedness permitted by this Agreement if such restrictions of a Subsidiary acquired pursuant to a Permitted Acquisition (or conditions apply only to Indebtedness assumed at the property time of a Permitted Acquisition) or assets an asset securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) provided that such Indebtedness was not incurred in the case of clauses (b) and (c) aboveconnection with, customary or in anticipation or contemplation of, such Permitted Acquisition, provided, further, such restrictions in joint venture agreements entered into by the Company or its Subsidiariesencumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties to the Borrower or assets to any of its the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and the other Credit Loan Documents, ; (iii) the ABL Credit Agreement and 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 other ABL Credit Notes Documents, ; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, the Borrower or a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, ; (vi) customary provisions restricting restrictions imposed by the holder of a Lien permitted by Section 6.02 which restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto; and (xviii), (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Closing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Holdings or any Subsidiary of its SubsidiariesHoldings, or pay any Indebtedness owed to any Holdings or a Subsidiary of its SubsidiariesHoldings, (b) make loans or advances to Holdings or any of its Subsidiaries, Holdings’ Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Holdings’ Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ixSections 8.03(l) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (bm) and (cvi) above, customary restrictions in joint venture agreements entered into by any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Company or its SubsidiariesForeign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, or (b) make loans or advances to the Borrower or any Subsidiaries of its Subsidiaries, or (c) transfer any of its properties or assets to any of its Subsidiariesthe Borrower, except for such encumbrances Liens or restrictions existing under or by reason of (i) applicable lawLaw, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, ; and (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold distributions pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesPermitted Receivables Transaction.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of any such Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any of its SubsidiariesCompany, or pay any Indebtedness owed to any of its SubsidiariesCompany, (bii) make loans or advances to any of its Subsidiaries, Company or (ciii) transfer any of its properties or assets to any of its SubsidiariesCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) (x) this Agreement and the other Credit Loan Documents, (y) the Existing Debt Agreements as in effect on the Closing Date and (z) with respect to clause (iii) above, covenants in documents creating Liens permitted by Section 6.02(i) prohibiting or restricting the ABL Credit Agreement and transfer of the other ABL Credit Documents, properties encumbered thereby; (ivc) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, a Subsidiary; (vd) customary provisions restricting assignment of any agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, ; (vie) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) restrictions and (xviii), (vii) any restrictions conditions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if the sale of any property pending the consummation of such sale; provided that (i) such restrictions or and conditions apply only to the property or assets securing such Indebtednessto be sold, (ix) the Senior Notes and the Senior Notes Indenture and (xii) such sale is permitted hereunder; and (f) 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 the case of clauses clause (b) and (cb)(y) above, customary ; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions in joint venture agreements entered into by the Company than those prior to such amendment or its Subsidiariesrefinancing.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, not and will not permit any of its Subsidiaries to, and the Delaware Sub will not, 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 or the Delaware Sub, as the case may be, 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 Company or any Subsidiary of its Subsidiariesthe Company, or pay any Indebtedness owed to any the Company or a Subsidiary of its Subsidiaries, the Company, (b) make loans or advances to the Company or any of its Subsidiaries, or the Company’s Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its the Company’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest of any the Company or a Subsidiary of its Subsidiariesthe Company, (viv) customary provisions restricting assignment of any agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, (viv) customary provisions Permitted Liens restricting the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted First Draw Down Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower' Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, (v) the Note Documents, (vi) the Existing Indebtedness Agreements, and (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii8.03(l), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Equity Interest or participation in its profits owned by Parent or any of its Subsidiaries, or pay any Indebtedness owed to Parent or any of its Subsidiaries, (b) make loans or advances to Parent or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to Parent or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit DocumentsIntercompany Secured Notes, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of Parent or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which Parent or any of its Subsidiaries is the licensee) or other contract entered into by the Company Parent or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii), (vi), (vii), (viiixiv), (ixxv) and or (xviiixvi), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries 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 Credit Party 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 of its Subsidiaries, or pay any Financial Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, or (c) transfer any of its properties or assets to the Borrower or any of its SubsidiariesSubsidiaries or (d) create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any agreement (including a ship purchase agreement) entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting any holder of a Lien on assets other than the Collateral may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Holdings or any Subsidiary of its SubsidiariesHoldings, or pay any Indebtedness owed to any Holdings or a Subsidiary of its SubsidiariesHoldings, (b) make loans or advances to Holdings or any of its Subsidiaries, Holdings' Subsidiaries or (c) transfer any of its properties or assets to any of its SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting the transfer of assets subject to Liens any instrument governing any Indebtedness permitted under Section 8.01(iii9.04(g), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (vi) agreements existing on the Effective Date to the extent and in the manner such agreements are in effect on the Effective Date; and (vii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (ii), (viiv) or (vi), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Holdings or any Subsidiary of its SubsidiariesHoldings, or pay any Indebtedness owed to any Holdings or a Subsidiary of its SubsidiariesHoldings, (b) make loans or advances to Holdings or any of its Subsidiaries, Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ixSections 8.03(k) and (xviii), m) and (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ixvi) the Senior Subordinated Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesDocuments.

Limitation on Certain Restrictions on Subsidiaries. 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 Capital Stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Purchaser Documents, (iii) the ABL Credit Agreement and the other ABL Credit Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Company or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting restrictions on the transfer of assets subject to Liens permitted under Section 8.01(iii)any asset pending the close of the sale of such asset, (vii), (viii), (ix) and (xviii), (vii) restrictions on the transfer of any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets asset subject to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesSection 7.1 hereof.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the ABL Credit Agreement and the other ABL Credit Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Closing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement Senior Subordinated Note Documents and the other ABL Credit Senior Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, business and (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesSection 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 in respect of its capital stock or any other interest Equity Interests or participation in its profits owned by Holdings or any of its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of Holdings or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Company Holdings or any Subsidiary of its Subsidiaries in the Ordinary Course of Business, (v) restrictions on the transfer of any asset pending the close of the Company in the ordinary course sale of businesssuch asset, (vi) customary provisions restricting restrictions which, in the reasonable opinion of the Agents, are not more restrictive (taken as a whole) than the restrictions hereof; and (vii) restrictions on the transfer of assets any asset subject to Liens a Lien permitted under by Section 8.01(iii11.01(iii), (viivi), (viiixv) or (xvi), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiaries, the Borrower or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (v) the Senior Subordinated Note Documents, (vi) the Existing Indebtedness Agreements and (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ixSections 8.03(k) and (xviiim), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its SubsidiariesRestricted Subsidiary, or pay any Indebtedness owed to the Borrower or any of its SubsidiariesRestricted Subsidiary, (b) make loans or advances to the Borrower or any of its Subsidiaries, Restricted Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its SubsidiariesRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) agreements which (x) exist on the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, (v) customary provisions restricting assignment of any agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) Closing Date and (xviii), (vii) any restrictions contained in contracts for to the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness extent not otherwise permitted by this Agreement if such restrictions or conditions apply only Section 6.11) are listed on Schedule 6.11 and (y) to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and extent agreements permitted by preceding sub-clause (x) are set forth in the case an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of clauses (b) and (c) abovesuch Indebtedness so long as such renewal, customary restrictions in joint venture agreements entered into by the Company extension or its Subsidiaries.refinancing does not expand the

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any of its Subsidiaries, (iv) 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 the Borrower or any of its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset subject to a Lien permitted by Section 9.01(c), (f), (g), (n), (r) and (s), (vii) customary provisions restricting assignment of any agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (viviii) customary provisions restricting any agreement in effect at the transfer time a Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), such Person becoming a Subsidiary and (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to Indebtedness secured Indebtedness by a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesSection 9.01(t).

Limitation on Certain Restrictions on Subsidiaries. The Company Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Holdings or any of its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of Holdings or any of its Subsidiaries, (viv) 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 the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (viv) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset and (vi) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii10.01(iii), (vi), (vii), (viiixiv), (ix) and (xviiixv), (viixviii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, or (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesxix).

Limitation on Certain Restrictions on Subsidiaries. The Company -------------------------------------------------- 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 of any other interest or participation in its profits owned by the Borrower, any Subsidiary of its Subsidiaries, the Borrower or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, Subsidiaries except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower, or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, ; (v) the Senior Subordinated Note Documents and (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix8.03(l) and (xviiim), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Holdings and the Borrowers will not, and will not permit any of its their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Holdings or any of its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its Subsidiaries, or (c) transfer any of its properties or assets to Holdings or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or any of its Subsidiaries, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrowers or any Subsidiary of the Company Borrowers in the ordinary course of business, (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), ) and (viii), (ix) and (xviii), (viivi) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viiivii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture Indebtedness and (xviii) any restrictions, after the issuance thereof, in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesPermitted Seller Notes.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its the Borrower's Subsidiaries, or (c) transfer any of its properties or assets to any of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawApplicable Laws, (ii) this Agreement and the other Credit Loan Documents, (iii) the ABL Credit Agreement and the other ABL Credit DocumentsSecond Lienholder Loan Agreement, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, and (v) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, 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 such 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 any Equity Interest of its Subsidiariessuch Loan Party held by, or pay or subordinate any Indebtedness owed to to, any of its Subsidiariesother Loan Party, (b) make loans or advances to Investments in any of its Subsidiaries, other Loan Party or (c) transfer any of its properties or assets to any of its Subsidiariesother 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 lawthe 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, (iiB) this Agreement Requirements of Law, including any Gaming Laws, (C) any agreement 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 accordance with Section 6.02, an agreement that has been entered into in connection with the incurrence of such Liens so long as such restrictions relate solely to the property subject to such Liens and the other Credit Documentsproceeds of such property, (iiiE) provisions limiting the ABL Credit Agreement disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the other ABL Credit Documentsassets that are the subject of such agreements, (ivF) restrictions in respect of Equity Interests and customary provisions restricting subletting with respect to the disposition or assignment distribution of any lease governing a leasehold interest of any of its Subsidiariesassets or property in partnership or joint venture agreements, (v) customary provisions restricting assignment of any agreement asset sale agreements, stock sale agreements and other similar agreements entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (viG) customary provisions restricting the transfer of assets subject restrictions with respect to Liens permitted under Section 8.01(iii)Excluded Property, (vii)H) other customary nonassignment provisions in leases, (viii), (ix) licenses and similar agreements and other contracts and (xviii), (viiI) any restrictions contained in contracts for contractual obligation that is reasonably determined by Borrower not to materially adversely affect the sale ability of assets permitted in accordance with Section 8.02 solely in respect of any Loan Party to perform its obligations under the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesLoan Documents.

Limitation on Certain Restrictions on Subsidiaries. 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 the Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Company or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (viii) customary provisions restricting in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of assets subject to Liens permitted under Section 8.01(iii)ownership interests in such partnership, (vii)limited liability company, (viii)joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (xviii), (viid) any of the definition thereof if the encumbrances and restrictions contained in contracts for any such agreement or instrument taken as a whole are not materially less favorable to the sale Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of assets permitted the contracts, instruments or obligations referred to in clause (ix) above provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with Section 8.02 solely the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in respect a segregated account of the assets to be sold pursuant to such contracta Protected Cell Company, (viiixii) restrictions contained in the Five-Year Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, (xiii) agreements and arrangements set forth on Schedule 6.12 and (xiv) encumbrances or restrictions existing under the Xxxxx’x XX Facility or the IPC Facilities or the Talbot Facility or under any restrictions or conditions imposed by any agreement relating to other secured Indebtedness permitted by under Sections 6.03 and 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) as determined in the case good faith judgment of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesboard of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Restatement Effective Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Holdings will not, and will not permit any of its Subsidiaries to, and will not apply to the Bankruptcy Court for authority 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 Holdings or any Subsidiary of its SubsidiariesHoldings, or pay any Indebtedness owed to any Holdings or a Subsidiary of its SubsidiariesHoldings, (b) make loans or advances to Holdings or any of its Subsidiaries, Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (v) the Senior Subordinated Note Documents, (vi) the agreements evidencing the Existing Indebtedness that remain outstanding after the Petition Date, (vii) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii8.3(k), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesExisting Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. The Company Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Parent or any of its Subsidiaries, or pay any Indebtedness owed to the Parent or any of its Subsidiaries, (b) make loans or advances to the Parent or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Parent or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Credit Documents, ; (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Parent or any of its Subsidiaries, ; (viv) customary provisions restricting assignment of any agreement entered into by the Company Parent or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, ; (v) restrictions on the transfer of any asset pending the close of the sale of such asset; (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens a Lien permitted under by Section 8.01(iii9.01(iii), (viiv), (viii), (ix) and (xviiivi), ; and (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Initial Borrowing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company -------------------------------------------------- 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 of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any agreement licensing agree- ment entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, business and (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), 9.01(vii) or (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 of the Borrower 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 of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiariesan Operating Company, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company or any Subsidiary of the an Operating Company in the ordinary course of business, (v) customary provisions in agreements governing third-party Indebtedness permitted under Section 8.04(i), and (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ixSections 8.03(k) and (xviiim), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 of its SubsidiariesSubsidiary the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement, management agreement or franchise agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (xvi) restrictions set forth on Schedule XV and similar net worth restriction imposed on RFS Sub and any other Subsidiary of the type described in clause (v) of the case definition of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesSubsidiary Guarantor.

Limitation on Certain Restrictions on Subsidiaries. The Company Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Parent or any of its Subsidiaries, or pay any Indebtedness owed to the Parent or any of its Subsidiaries, (b) make loans or advances to the Parent or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Parent or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Credit Documents, ; (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Parent or any of its Subsidiaries, ; (viv) customary provisions restricting assignment of any agreement entered into by the Company Parent or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, ; (v) restrictions on the transfer of any asset pending the close of the sale of such asset; (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens a Lien permitted under by Section 8.01(iii9.01(iii), (viiv), (viii), (ix) and (xviiivi), ; and (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Initial Borrowing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to any of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (v) the Holdings Senior Note Documents, the Borrower Senior Note Documents and agreements evidencing Existing Indebtedness and (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Foreign Subsidiary Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Each of Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Mezzanine Transaction Documents, the Senior Credit DocumentsAgreement or the TCP Documentation, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (viv) customary provisions Permitted Liens restricting the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii)thereto, (vii), (viii), (ix) and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Closing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Corporate Guarantor will not, and will not permit any of its Subsidiaries 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 Credit Party 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 Corporate Guarantor, the Borrower or any of its their respective Subsidiaries, or pay any Financial Indebtedness owed to the Corporate Guarantor, the Borrower or any of its their respective Subsidiaries, (b) make loans or advances to the Corporate Guarantor, the Borrower or any of its Subsidiaries, their respective Subsidiaries or (c) transfer any of its properties or assets to the Corporate Guarantor, the Borrower or any of its their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Corporate Guarantor, the Borrower or any of its their respective Subsidiaries, (viv) customary provisions restricting assignment of any agreement (including a ship purchase agreement) entered into by the Company Corporate Guarantor, the Borrower or any Subsidiary of the Company their respective Subsidiaries in the ordinary course of business, (viv) customary provisions restricting any holder of a Lien on assets other than the Collateral may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and Credit Parties will not permit any of its Adience's 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 Adience or any Subsidiary of its SubsidiariesAdience, or pay any Indebtedness owed to Adience or any Subsidiary of its SubsidiariesAdience, (b) make loans or advances to Adience or any Subsidiary of its Subsidiaries, Adience or (c) transfer any of its properties or assets to Adience or any Subsidiary of its SubsidiariesAdience, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Adience or any Subsidiary of its SubsidiariesAdience, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Adience or any Subsidiary of the Company Adience in the ordinary course of business, (v) the Floating Rate Loan Documents (so long as the restrictions contained therein are not more restrictive than those contained in such documents as in effect as of the Restatement Effective Date), (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens a Lien permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviiiby Sections 9.01(iii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, and (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness), (ix) the Senior Notes and the Senior Notes Indenture and (xvii) restrictions existing on the Restatement Effective Date and specifically described in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.Schedule X.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its SubsidiariesSubsidiary, or pay any Indebtedness owed to any of its SubsidiariesBorrower or a Subsidiary, (b) make loans or advances to Borrower or any of its Subsidiaries, Subsidiary or (c) transfer any of its properties to Borrower or assets to any of its SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and the other Credit Loan Documents and/or the Second Lien Loan Documents, ; (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, a Subsidiary; (viv) customary provisions restricting assignment of any agreement entered into by the Company or any 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 provisions restricting restrictions and conditions contained in any agreement relating to the transfer sale of assets subject to Liens any property permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), 6.06 pending the consummation of such sale; (vii) any restrictions contained agreement in contracts for effect at the sale time such Subsidiary becomes a Subsidiary of assets permitted Borrower, so long as such agreement was not entered into in accordance connection with Section 8.02 solely or in respect contemplation of the assets to be sold pursuant to such contract, person becoming a Subsidiary of Borrower; (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, customary restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements entered into solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (ix) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Company Loan Documents of the contracts, instruments or its Subsidiariesobligations referred to in 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. 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 the Company or any Subsidiary of its Subsidiariesthe Company, or pay any Indebtedness owed to any the Company or a Subsidiary of its Subsidiariesthe Company, (b) make loans or advances to the Company or any of its Subsidiaries, the Company’s Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Company or a Subsidiary of its Subsidiariesthe Company, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, (v) 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 refinancing thereof so long as the terms and conditions of any such refinancings are no more 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 8.01(iii8.03(h), (viii), (viiij), (ixk) or (l) of this Exhibit E and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating encumbrances pursuant to secured Indebtedness permitted by this Agreement if such restrictions of a Subsidiary acquired pursuant to a Permitted Acquisition (or conditions apply only to Indebtedness assumed at the property time of a Permitted Acquisition) or assets an asset securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) provided that such Indebtedness was not incurred in the case of clauses (b) and (c) aboveconnection with, customary or in anticipation or contemplation of, such Permitted Acquisition, provided, further, such restrictions in joint venture agreements entered into by the Company or its Subsidiariesencumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 of its Subsidiaries, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (by) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (cz) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement Senior Subordinated Note Documents and the other ABL Credit DocumentsAdditional Subordinated Debt, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, business and (vi) customary provisions restricting restrictions on the transfer of any assets subject to Liens a Lien permitted under Section 8.01(iiiby Sections 9.03(iv), (viix), (viiixi), (ixxii) and (xviiixv), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit Documents and the Colfax Acquisition Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, business and (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii)restrictions in any industrial revenue bond, (vii)purchase money financing, (viii), (ix) and (xviii), (vii) capital lease or any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any other agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the ABL Credit Agreement and the other ABL Credit New Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Original Closing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, the Senior Notes, the Trico Subsea AS Credit Agreement, Trico Cayman Intercompany Loan and the Trico Supply Intercompany Loan Documentation, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any of its Subsidiaries, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (viv) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii10.01(iii), (viiv) or (vi), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Holding will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset and (vi) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii9.01(iii), (vii), (viii), (ix) and (xviiivi), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, or (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesxiv).

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create enter into, incur or otherwise cause or suffer permit to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any encumbrance condition upon (a) the ability of the Company or restriction on any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any such Subsidiary to (a) pay dividends or make any other distributions on with respect to any shares of its capital stock or any other interest to make or participation in its profits owned by any of its Subsidiaries, or pay any Indebtedness owed to any of its Subsidiaries, (b) make repay loans or advances to the Company or any other Subsidiary or to guarantee Indebtedness of its Subsidiariesthe Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Credit Document or Senior Subordinated Note Document, or (cii) transfer the foregoing shall not apply to restrictions and conditions imposed by any of its properties or assets to any of its Subsidiaries, except for such encumbrances or restrictions existing under Existing Indebtedness Agreement or by reason of any Permitted Receivables Transaction (i) applicable lawbut shall apply to any extension or renewal of, (ii) this Agreement and or any amendment or modification expanding the other Credit Documentsscope of, any such restriction or condition), (iii) the ABL Credit Agreement foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the other ABL Credit Documentssale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, clause (va) customary provisions restricting assignment of any agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject foregoing shall not apply to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement under Sections 8.04(e), 8.04(j), 8.04(1) or 8.04(n), in each case if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture Indebtedness and (xv) clause (a) of the foregoing shall not apply to customary provisions in leases and licensing agreements restricting the assignment thereof.". (h) Amendments to Section 8.15 (Limitation on the Creation of Subsidiaries). Section 8.15 of the Credit Agreement is amended by (i) inserting the following text immediately after the text "clause (1) of Section 8.02" in the case first parenthetical in the proviso thereto: "or created or capitalized by investments in an aggregate amount at any time of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into up to $50,000,000 permitted by the Company or its Subsidiaries.provisions of clause (o) of Section 8.06"; and

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its Subsidiariesother Subsidiary, or pay any Indebtedness owed to Borrower or any of its Subsidiariesother Subsidiary (except (i) solely with respect to restrictions on General Cable Spain's ability to pay or make dividends as may be set forth in the European Term Loan Documents and (ii) such other restrictions as are approved in writing and in advance by the Administrative Agent), (b) make loans or advances to Borrower or any of its Subsidiaries, Borrower's other Subsidiaries or (c) transfer any of its properties to Borrower or assets to any of its Borrower's other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and the other Credit Loan Documents, ; (iii) the ABL Credit Agreement and the other ABL Credit Qualified Senior Note Documents, ; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or any of its Subsidiaries, other Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any other Subsidiary of the Company in the ordinary course of business, ; (vi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), thereto; (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Closing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, this Agreement; (viii) any customary restrictions or and conditions imposed by contained in any agreement relating to secured Indebtedness the sale of any Property permitted by this Agreement if under Section 6.05 pending the consummation of such restrictions or conditions apply only to the property or assets securing such Indebtedness, sale; (ix) any agreement in effect at the Senior Notes and the Senior Notes Indenture and time such Subsidiary is a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; or (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, customary restrictions in such Person's organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements entered into by solely to the Company extent of the Equity Interests of or its Subsidiariesassets held in the subject joint venture or other entity.

Limitation on Certain Restrictions on Subsidiaries. The Company Except as set forth on Schedule VIII, the Borrowers will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective 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 any Borrower or any of its Subsidiaries, or pay any Indebtedness owed to any Borrower or any of its Subsidiaries, (by) make loans or advances to any Borrower or any of its Subsidiaries, Subsidiaries or (cz) transfer any of its properties or assets to any Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other Indebtedness permitted pursuant to Section 10.03, in each case so long as the ABL Credit Agreement encumbrances and the other ABL Credit Documentsrestrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrowers or of any Subsidiary of its Subsidiariesthe Borrowers, and (vvi) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrowers or any Subsidiary of the Company their Subsidiaries in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, business and (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), 9.01(vii) or (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of any such Subsidiary to (ai) pay dividends Dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by any of its SubsidiariesCompany, or pay any Indebtedness owed to any of its SubsidiariesCompany, (bii) make loans or advances to any of its Subsidiaries, Company or (ciii) transfer any of its properties or assets to any of its SubsidiariesCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) (x) this Agreement and the other Credit Documents, Loan Documents and (iiiy) the ABL Credit Agreement and the other ABL Credit Senior Note Documents, ; (ivc) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, a Subsidiary; (vd) customary provisions restricting assignment of any agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, ; (vie) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) restrictions and (xviii), (vii) any restrictions conditions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if the sale of any property pending the consummation of such sale; provided that (i) such restrictions or and conditions apply only to the property or assets securing such Indebtednessto be sold, (ix) the Senior Notes and the Senior Notes Indenture and (xii) such sale is permitted hereunder; (f) any agreement in effect at the case time such Subsidiary becomes a Subsidiary of clauses Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; or (bg) and 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 (cf) above, customary ; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions in joint venture agreements entered into by the Company than those prior to such amendment or its Subsidiariesrefinancing.

Limitation on Certain Restrictions on Subsidiaries. The Company Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Holdings or any of its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of Holdings or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Company Holdings or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (viv) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vi) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii11.01(iii), (vi), (vii), (viiixv) or (xvi), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. 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 the Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Company or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (viii) customary provisions restricting in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of assets subject to Liens permitted under Section 8.01(iii)ownership interests in such partnership, (vii)limited liability company, (viii)joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (xviii), (viid) any of the definition thereof if the encumbrances and restrictions contained in contracts for any such agreement or instrument taken as a whole are not materially less favorable to the sale Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of assets permitted the contracts, instruments or obligations referred to in clause (ix) above provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with Section 8.02 solely the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in respect a segregated account of the assets to be sold pursuant to such contracta Protected Cell Company, (viiixii) any after the execution and delivery thereof, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to contained in the property or assets securing such Indebtedness, (ix) the Senior Notes Five-Year Secured Letter of Credit Facility and the Senior Notes Indenture other "Credit Documents" referred to (and defined) therein and (xxiii) in the case of clauses (b) agreements and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesarrangements set forth on Schedule 6.12.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Holdings or any Subsidiary of its SubsidiariesHoldings, or pay any Indebtedness owed to any Holdings or a Subsidiary of its SubsidiariesHoldings, (b) make loans or advances to Holdings or any of its Subsidiaries, Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ixSections 8.03(1) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (bm) and (cvi) above, customary restrictions in joint venture agreements entered into by any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Company or its SubsidiariesForeign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Company Credit Parties will not, and will not permit any of its their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions (including without limitation any reduction of capital) on its capital stock equity interests or any other interest or participation in its profits owned by such Credit Party or any Subsidiary of its Subsidiariessuch Credit Party, or pay any Indebtedness owed to any such Credit Party or a Subsidiary of its Subsidiariessuch Credit Party, (b) make loans or advances to such Credit Party or any of its Subsidiaries, such Credit Party's Subsidiaries or (c) transfer any of its properties or assets to such Credit Party or any of its such Credit Party's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) any agreement in effect on the ABL Credit Agreement and Effective Date (as such agreement is in effect on the other ABL Credit DocumentsEffective Date), (iv) customary provisions restricting (A) subletting or assignment of any lease governing a leasehold interest of any a Subsidiary of its Subsidiariessuch Credit Party or (B) transfers of assets subject to Capitalized Lease Obligations of a Subsidiary of such Credit Party, (v) with respect to clause (c) above only, Permitted Liens and other customary provisions restricting assignment restrictions contained in security agreements with respect to the transfer of any agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of businesscollateral subject to such Permitted Liens, (vi) customary provisions restricting in contracts entered into in the transfer ordinary course of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) business that prohibit assignments of such contract and (xviii), (vii) any restrictions contained restriction on the transfer of an asset pursuant to an agreement to sell such asset (but only in contracts for those cases where the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness asset is permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesSection 7.2).

Limitation on Certain Restrictions on Subsidiaries. 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 any of its Subsidiaries, or pay any Indebtedness owed to any of its Subsidiaries, (b) make loans or advances to any of its Subsidiaries, or (c) transfer any of its properties or assets to any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, (v) customary provisions restricting assignment of any agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture [reserved] and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the ABL Credit Agreement and the other ABL Credit Senior Subordinated Note Documents, (iv) customary 80 75 provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Closing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. 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 the Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Company or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (viii) customary provisions restricting in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of assets subject to Liens permitted under Section 8.01(iii)ownership interests in such partnership, (vii)limited liability company, (viii)joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (xviii), (viid) any of the definition thereof if the encumbrances and restrictions contained in contracts for any such agreement or instrument taken as a whole are not materially less favorable to the sale Lender than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of assets permitted the contracts, instruments or obligations referred to in clause (ix) above or clauses (xii) through (xvi) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with Section 8.02 solely the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in respect a segregated account of a Protected Cell Company, (xii) restrictions contained in the Five-Year Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, the Five-Year Unsecured Revolving Credit and Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, (xiii) agreements and arrangements set forth on Schedule 6.12, (xiv) any instrument governing Acquired Indebtedness, of the assets to be sold pursuant to such contractPerson so acquired, (viiixv) any restrictions an agreement or conditions imposed by any agreement instrument relating to secured any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xvi) encumbrances or restrictions existing under the IPC Facility or under any other Indebtedness permitted by under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) as determined in the case good faith judgment of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesboard of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. The Company Except as set forth on Schedule VIII, the Borrowers will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective 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 any Borrower or any of its Subsidiaries, or pay any Indebtedness owed to any Borrower or any of its Subsidiaries, (by) make loans or advances to any Borrower or any of its Subsidiaries, Subsidiaries or (cz) transfer any of its properties or assets to any Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.03, in each case so long as the ABL Credit Agreement encumbrances and the other ABL Credit Documentsrestrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrowers or of any Subsidiary of its Subsidiariesthe Borrowers, and (vvi) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrowers or any Subsidiary of the Company their Subsidiaries in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the infoUSA Amended and Restated Credit Agreement ability of any such Subsidiary Company to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any of its SubsidiariesCompany, or pay any Indebtedness owed to any of its SubsidiariesCompany, (b) make loans or advances to any of its Subsidiaries, Company or (c) transfer any of its properties or assets to any of its SubsidiariesCompany, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its SubsidiariesCompany, (viv) customary provisions restricting assignment of any licensing agreement (in which a Company is the licensee) or other contract entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (v) any instrument governing Indebtedness described in Section 10.4(h), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vi) customary provisions restricting agreements existing on the transfer of assets subject First Closing Date to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) the extent and (xviii)in the manner such agreements are in effect on the First Closing Date, (vii) any restrictions contained in contracts agreement for the sale or disposition of capital stock or assets permitted of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in accordance compliance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract10.2, and (viii) restrictions on the transfer of any restrictions or conditions imposed by any agreement relating asset subject to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessSection 10.1(e), (ixf) the Senior Notes and the Senior Notes Indenture and or (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesg).

Limitation on Certain Restrictions on Subsidiaries. The Company REIT will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix8.01(vii) and (xviii), (viivi) restrictions existing in any restrictions contained document executed in contracts for the sale of assets permitted in accordance connection with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Permitted Non- Recourse Indebtedness permitted by this Agreement if so long as such restrictions or conditions only apply only to the property or assets securing Specified Subsidiary that has incurred such Permitted Non-Recourse Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Parent and 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 Parent or any Subsidiary of its Subsidiariesthe Parent, or pay any Indebtedness owed to any the Parent or a Subsidiary of its Subsidiariesthe Parent, (b) make loans or advances to the Parent or any of its Subsidiaries, the Parent’s Subsidiaries or (c) transfer any of its properties or assets to the Parent or any of its the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL 2008 Credit Agreement and the other ABL 2010 Credit DocumentsAgreement as in effect on the Closing Date, (iv) customary provisions restricting subletting or assignment of any lease lease governing a leasehold interest of any the Parent or a Subsidiary of its Subsidiariesthe Parent, (v) customary provisions restricting assignment of any agreement entered into by the Company Parent or any a Subsidiary of the Company Parent in the ordinary course of business, (vi) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii)thereto, (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted date hereof in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, this Agreement and (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Non-Recourse Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Neither Magellan nor the Borrower will, nor will not, and will not they permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Magellan or any of its Subsidiaries, or pay any Indebtedness owed to Magellan or any of its Subsidiaries, (b) make loans or advances to Magellan or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to Magellan or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw or any applicable regulation, rule, order, approval, license or other restrictions issued by any governmental authority, (ii) this Agreement and the other Credit Documents, (iii) on or after the ABL Credit Agreement and delivery thereof, the other ABL Credit Permitted Subordinated Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of Magellan or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which Magellan or any of its Subsidiaries is the licensee) or other contract entered into by the Company Magellan or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii9.01(iii), (vi), (vii), (viiixiv), (ix) and xvii), (xviii), (viixix) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, or (xx) and (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into by in the Company ordinary course of business with respect to cash or its Subsidiariesother deposits or minimum net worth or similar requirements.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its SubsidiariesSubsidiary, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties to Borrower or assets to any of its SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and Agreement, the other Credit Loan Documents, the Unsecured Bond Documents; (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, interest; (viv) customary provisions restricting assignment of any agreement entered into by the Company or any 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 provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) restrictions and (xviii), (vii) any restrictions conditions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness the sale of any property permitted by this Agreement if under Section 6.04 pending the consummation of such restrictions or conditions apply only to the property or assets securing such Indebtedness, sale; (ix) the Senior Notes and the Senior Notes Indenture and (xvii) 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 or stockholders agreements entered into by solely to the Company extent of the Equity Interests of or its Subsidiariesproperty held in the subject joint venture or other entity.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit Documents and the Osboxx Xxxuisition Documents, (iii) the ABL Credit Agreement and the other ABL Credit Existing Senior Subordinated Note Documents, (iv) the Holdings Senior Note Documents, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (vvi) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) business and (xviii), (vii) customary restrictions in any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contractindustrial revenue bond, (viii) purchase money financing, capital lease or any restrictions or conditions imposed by any other agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and Credit Parties will not permit any of its Adience's 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 Adience or any Subsidiary of its SubsidiariesAdience, or pay any Indebtedness owed to Adience or any Subsidiary of its SubsidiariesAdience, (b) make loans or advances to Adience or any Subsidiary of its Subsidiaries, Adience or (c) transfer any of its properties or assets to Adience or any Subsidiary of its SubsidiariesAdience, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Adience or any Subsidiary of its SubsidiariesAdience, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Adience or any Subsidiary of the Company Adience in the ordinary course of business, (v) the Floating Rate Loan Documents (so long as the restrictions contained therein are not more restrictive than those contained in such documents as in effect as the Initial Borrowing Date), (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens a Lien permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviiiby Sections 9.01(iii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, and (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness), (ix) the Senior Notes and the Senior Notes Indenture and (xvii) restrictions existing on the Initial Borrowing Date and specifically described in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.Schedule X.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, business and (viv) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesSection 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any of its SubsidiariesCompany, or pay any Indebtedness owed to any of its SubsidiariesBorrower or a Subsidiary, (b) make loans or advances to any of its Subsidiaries, Company or (c) transfer any of its properties or assets to any of its SubsidiariesCompany, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and the other Credit Loan Documents, ; (iii) the ABL Credit Agreement and Senior Secured Note Documents as in effect on the other ABL Credit Documents, Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, ; (vi) customary provisions any holder of a Lien permitted by Section 6.02 restricting the transfer of assets the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to Liens the sale of any property permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for 6.06 pending the sale consummation of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, sale; (viii) any restrictions 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 conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if in contemplation of such restrictions or conditions apply only to the property or assets securing such Indebtedness, person becoming a Subsidiary of Borrower; (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, customary restrictions in such person's Organizational Documents or pursuant to any joint venture agreement or stockholders agreements entered into solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (x) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Company Loan Documents of the contracts, instruments or its Subsidiariesobligations referred to in clauses (iv) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the ABL Credit Agreement and the other ABL Credit New Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Closing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (v) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, busi ness and (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesSection 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Domestic 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 make Dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer create, incur, assume or suffer to exist any of its Lien on properties or assets to of the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit DocumentsDocuments or the Asset Purchase Agreement, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (viiv) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect existence as of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesEffective Date.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, 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 such 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 any Equity Interest of its Subsidiariessuch Loan Party held by, or pay or subordinate any Indebtedness owed to to, any of its Subsidiariesother Loan Party, (b) make loans or advances to Investments in any of its Subsidiaries, other Loan Party or (c) transfer any of its properties or assets to any of its Subsidiariesother 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 lawthe 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, (iiB) this Agreement Requirements of Law, including any Gaming Laws, (C) any agreement 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 accordance with Section 6.02, an agreement that has been entered into in connection with the incurrence of such Liens so long as such restrictions relate solely to the property subject to such Liens and the other Credit Documentsproceeds of such property, (iiiE) provisions limiting the ABL Credit Agreement disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the other ABL Credit Documentsassets that are the subject of such agreements, (ivF) restrictions in respect of Equity Interests and customary provisions restricting subletting with respect to the disposition or assignment distribution of any lease governing a leasehold interest of any of its Subsidiariesassets or property in partnership or joint venture agreements, (v) customary provisions restricting assignment of any agreement asset sale agreements, stock sale agreements and other similar agreements entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (viG) customary provisions restricting the transfer of assets subject restrictions with respect to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) Excluded Property and (xviii)H) other customary nonassignment provisions in leases, (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes licenses and the Senior Notes Indenture similar agreements and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesother contracts.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any of its SubsidiariesSubsidiary Guarantor, or pay any Indebtedness owed to any of its SubsidiariesBorrower or a Subsidiary Guarantor, (b) make loans or advances to Borrower or any of its Subsidiaries, Subsidiary Guarantor or (c) transfer any of its properties to Borrower or assets to any of its SubsidiariesSubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Credit Loan Documents, ; (iii) the ABL Credit Agreement and the other ABL Credit First Lien Loan Documents, ; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any a Subsidiary or license or sublicense of its Subsidiaries, a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, ; (vi) customary provisions any holder of a Lien permitted by Section 6.02 restricting the transfer of assets the property subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), thereto; (vii) any customary restrictions and conditions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) restrictions on cash or other deposits or net worth imposed by this Agreement if such restrictions suppliers or conditions apply only to landlords under contracts entered into in the property ordinary course of business; or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary any encumbrances or restrictions in joint venture agreements entered into imposed by any amendments or refinancings that are otherwise permitted by the Company Loan Documents; provided that such amendments or its Subsidiariesrefinancings are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Trigger Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (by) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.04, in each case so long as the ABL Credit Agreement encumbrances and the other ABL Credit Documentsrestrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of its Subsidiariesthe Borrower, and (vvi) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to any of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (v) the Borrower Senior Note Documents and agreements evidencing Existing Indebtedness, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii)Foreign Subsidiary Indebtedness, (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contractSynthetic Lease Financing Documents, and (viii) restrictions on the transfer of any restrictions or conditions imposed by any agreement relating asset subject to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessSections 9.01(vii), (ix) the Senior Notes and the Senior Notes Indenture and x), (x) in the case of clauses (bxiv) and (cxv) above, customary so long as such restrictions in joint venture agreements entered into by only apply to the Company or its Subsidiariesassets subject to such Liens.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and Second-Lien Note Documents, (iv) the other ABL Third-Lien Credit Documents, (ivv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or any of its Subsidiaries, (vvi) 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 the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vivii) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (viii) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii9.01(iii), (vii), (viii), (ix) and (xviiivi), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, or (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesxiv).

Limitation on Certain Restrictions on Subsidiaries. The Company 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 of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a and leasehold interest of the Borrower or any of its Subsidiaries, (v) 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 the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii9.01(iii), (vi), (vii), (viiixiv), (ixxv) and or (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrowers will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, except as set forth on Schedule VIII, 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 any Borrower or any of its Subsidiaries, or pay any Indebtedness owed to any Borrower or any of its Subsidiaries, (by) make loans or advances to any Borrower or any of its Subsidiaries, Subsidiaries or (cz) transfer any of its properties or assets to any Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.03, in each case so long as the ABL Credit Agreement encumbrances and the other ABL Credit Documentsrestrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrowers or of any Subsidiary of its Subsidiariesthe Borrowers, and (vvi) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrowers or any Subsidiary of the Company their Subsidiaries in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and U.S. Borrower 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 U.S. Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the U.S. Borrower or any of its Subsidiaries, (b) make loans or advances to the U.S. Borrower or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the U.S. Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement New Senior Subordinated Notes and the other ABL Credit New Senior Subordinated Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement entered into by the Company U.S. Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, and (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens a Lien permitted under Section 8.01(iiiby Sections 9.01(iii), (vii), (viii), (ixxiv) and or (xviiixvi), and (vii) any restrictions contained in contracts restriction with respect to a Subsidiary of the U.S. Borrower imposed pursuant to an agreement entered into for the sale or disposition of assets permitted in accordance with Section 8.02 solely in respect all or substantially all of the capital stock or assets to be sold of such Subsidiary, so long as the respective sale or disposition is permitted pursuant to Section 9.02, pending the close of such contract, (viii) any restrictions sale or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesdisposition.

Limitation on Certain Restrictions on Subsidiaries. The Company Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Parent or any of its Subsidiaries, or pay any Indebtedness owed to the Parent or any of its Subsidiaries, (b) make loans or advances to the Parent or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Parent or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Credit Documents, ; (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Parent or any of its Subsidiaries, ; (viv) customary provisions restricting assignment of any agreement entered into by the Company Parent or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, ; (v) restrictions on the transfer of any asset pending the close of the sale of such asset; (vi) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens a Lien permitted under by Section 8.01(iii10.01(iii), (viiv), (viii), (ix) and (xviiivi), ; and (vii) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Initial Borrowing Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrowers will not, and will not permit any of its Subsidiaries the Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of Holdings or any such Subsidiary to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any of its Subsidiariesthe Borrowers or any Subsidiary of any of the Borrowers, or pay any Indebtedness owed to any of its Subsidiariesthe Borrowers or a Subsidiary of any of the Borrowers, (b) make loans or advances to any of its Subsidiariesthe Borrowers, or any Subsidiary of any of the Borrowers or (c) transfer any of its properties or assets to any of its Subsidiariesthe Borrowers or any Subsidiary of any of the Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiariesthe Borrowers or such Subsidiary, (viv) customary provisions restricting assignment of any agreement contract entered into by the Company or any Subsidiary of the Company Borrowers or such Subsidiary in the ordinary course of business, and (viv) customary provisions restricting any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesthereto.

Limitation on Certain Restrictions on Subsidiaries. The Company Each of Holdings and each other Borrower will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by Holdings or any of its Subsidiaries, or pay any Indebtedness owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Existing Senior Subordinated Notes Documents, (iv) the Senior Secured Notes Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of Holdings or any of its Subsidiaries, (vvi) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Company Holdings or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vivii) customary provisions restricting restrictions on the transfer of assets any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to Liens a Lien permitted under by Section 8.01(iii10.01(iii), (vi), (vii), (viiixv) or (xvi)(x), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. 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 the Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Company or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (viii) customary provisions restricting in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of assets subject to Liens permitted under Section 8.01(iii)ownership interests in such partnership, (vii)limited liability company, (viii)joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (xviii), (viid) any of the definition thereof if the encumbrances and restrictions contained in contracts for any such agreement or instrument taken as a whole are not materially less favorable to the sale Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of assets permitted the contracts, instruments or obligations referred to in clause (ix) above or clauses (xii) through (xvi) below, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with Section 8.02 solely the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in respect a segregated account of a Protected Cell Company, (xii) restrictions contained in the Four-Year Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein, (xiii) agreements and arrangements set forth on Schedule 6.12, (xiv) any instrument governing Acquired Indebtedness, of the assets to be sold pursuant to such contractPerson so acquired, (viiixv) any restrictions an agreement or conditions imposed by any agreement instrument relating to secured any Permitted Subsidiary Indebtedness so long as the encumbrances and restrictions in such agreement or instrument are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in the Credit Documents as determined in the good faith judgment of the board of directors of the Company and (xvi) encumbrances or restrictions existing under the Xxxxx’x XX Facility, the Pac Re Facility or the IPC Facility or under any other Indebtedness permitted by under Section 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) as determined in the case good faith judgment of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesboard of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. The Company Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Existing Senior Subordinated Note Documents, (iv) the Existing Senior Note Documents, (v) the New Senior Subordinated Notes, (vi) the Subordinated Exchange Debenture Indenture, (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (vviii) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), business and (ix) and (xviii)customary restrictions in any industrial revenue bond, (vii) purchase money financing, capital lease or any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any other agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit New Senior Note Documents, (iv) the Working Capital Facility, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (vvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, business and (vivii) customary provisions restricting restrictions on the transfer of assets any asset subject to Liens a Lien permitted under Section 8.01(iii), (viiby Sections 7.01(vii), (viii), (ix) and (xviiixv), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its SubsidiariesSubsidiary, or pay any Indebtedness owed to any of its Subsidiariesthe Borrower or a Subsidiary, (b) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiary or (c) transfer any of its properties to the Borrower or assets to any of its SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and the other Credit Loan Documents, ; (iii) the ABL Credit Agreement and Senior Subordinated Note Documents as in effect on February 12, 2004 or the other ABL Credit DocumentsNew Senior Subordinated Note Documents as in effect on August 27, 2004; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its Subsidiaries, a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by the Company or any a Subsidiary of the Company in the ordinary course of business, ; (vi) customary provisions any Lien permitted by Section 6.02 restricting the transfer of assets the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to Liens the sale of any property permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for 6.06 pending the sale consummation of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, sale; (viii) any restrictions agreement applicable to such Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if in contemplation of such restrictions or conditions apply only to person becoming a Subsidiary of the property or assets securing such Indebtedness, Borrower; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sales and stock sale agreements and other similar agreements entered into in the Senior Notes and ordinary course of business that restrict the Senior Notes Indenture and transfer of ownership interests in such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, customary restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into by in connection with the Company incurrence of industrial or its Subsidiarieseconomic revenue bonds, permitted to be incurred under this Agreement; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of the Borrower, materially impair the Borrower’s ability to make payment on the Obligations when due or (xv) the First Lien Loan Documents.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for this Agreement contained in any documents governing any Indebtedness incurred after the sale of assets permitted Effective Date in accordance with Section 8.02 solely in respect the provisions of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any the Borrower or a Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any agreement entered into by the Company Borrower or any a Subsidiary of the Company Borrower in the ordinary course of business, (viv) customary provisions restricting any holder of a Permitted Lien may restrict the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (viivi) any restrictions which are not more restrictive than those contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. The Company 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 Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries, the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit Documents, (iii) the ABL Credit Agreement Bridge Financing Documents, and the other ABL Credit Viacom Acquisition Documents, (iviii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company Borrower in the ordinary course of business, business and (viv) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii)restrictions in any industrial revenue bond, (vii)purchase money financing, (viii), (ix) and (xviii), (vii) capital lease or any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any other agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its SubsidiariesAgreement.

Limitation on Certain Restrictions on Subsidiaries. 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 the Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries, Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Company or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) restrictions on the transfer of any asset as a result of a Lien permitted by Section 6.03, (vii) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (viii) customary provisions restricting in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of assets subject to Liens permitted under Section 8.01(iii)ownership interests in such partnership, (vii)limited liability company, (viii)joint venture or similar Person, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts (including Insurance Contracts, Fronting Arrangements and Reinsurance Agreements) entered into in the ordinary course of business, pursuant to an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (d) of the definition thereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement, (x) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clause (ix) above provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions placed in accordance with the Segregated Account Companies Act 2000 of Bermuda on the transfer of any asset held, carried or deposited in a segregated account of a Protected Cell Company, (xii) restrictions contained in (A) the Five-Year Secured Letter of Credit Facility and the other “Credit Documents” referred to (and defined) therein and (xviiiB) the Three-Year Unsecured Letter of Credit Facility and the other “Credit Documents” referred to (and defined therein), (viixiii) agreements and arrangements set forth on Schedule 6.12 and (xiv) encumbrances or restrictions existing under the Xxxxx’x XX Facility or the IPC Facilities or under any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to other secured Indebtedness permitted by under Sections 6.03 and 6.04 so long as such encumbrances and restrictions are customary for such Indebtedness and are no more restrictive, taken as a whole, than the comparable encumbrances and restrictions set forth in this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) as determined in the case good faith judgment of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesboard of directors of the Company.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower -------------------------------------------------- will not, and will not permit any of its 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 (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 of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (by) make loans or advances to the Borrower or any of its Subsidiaries, Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.04, in each case so long as the ABL Credit Agreement encumbrances and the other ABL Credit Documentsrestrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of its Subsidiariesthe Borrower, and (vvi) customary provisions restricting assignment of any licensing agreement entered into by the Company Borrower or any Subsidiary of the Company its Subsidiaries in the ordinary course of business, (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Company Neither of the Borrowers or Trizec will, nor will not, and will not either of the Borrowers or Trizec permit Holding’s Parent or any of its Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of Holding’s Parent or any such Subsidiary Credit Party (other than, in the case of a restriction only, Trizec or Holding’s Parent) 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 Trizec or any Subsidiary of its SubsidiariesTrizec, or pay any Indebtedness owed to any Trizec or a Subsidiary of its SubsidiariesTrizec, (b) make loans or advances to Trizec, or any Subsidiary of its Subsidiaries, Trizec or (c) transfer any of its properties or assets to Trizec or any Subsidiary of its SubsidiariesTrizec, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement the Existing Credit Documents and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of Trizec or its SubsidiariesSubsidiary, (viv) customary provisions restricting assignment of any agreement contract entered into by the Company Trizec or any its Subsidiary of the Company in the ordinary course of business, (viv) customary provisions restricting any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of the asset or assets subject to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) thereto and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ixvi) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company documents evidencing and/or securing Permitted Mortgage Indebtedness or its SubsidiariesAdditional Property Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries Company 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 Company to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any of its SubsidiariesCompany, or pay any Indebtedness owed to any of its SubsidiariesCompany, (b) make loans or advances to any of its Subsidiaries, Company or (c) transfer any of its properties or assets to any of its SubsidiariesCompany, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of its SubsidiariesCompany, (viv) customary provisions restricting assignment of any licensing agreement (in which a Company is the licensee) or other contract entered into by the Company or any Subsidiary of the Company in the ordinary course of business, (v) any instrument governing Indebtedness described in Section 10.4(h), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vi) customary provisions restricting agreements existing on the transfer of assets subject Closing Date to Liens permitted under Section 8.01(iii), (vii), (viii), (ix) the extent and (xviii)in the manner such agreements are in effect on the Closing Date, (vii) any restrictions contained in contracts agreement for the sale or disposition of capital stock or assets permitted of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in accordance compliance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract10.2, and (viii) restrictions on the transfer of any restrictions or conditions imposed by any agreement relating asset subject to secured Indebtedness a Lien permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such IndebtednessSection 10.1(e), (ixf) the Senior Notes and the Senior Notes Indenture and or (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or its Subsidiariesg).