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

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (x) 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 the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (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 the Borrower, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and nor will not permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with Section 9.14; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (vii) any restriction or encumbrance with respect to Properties owned assets subject to Liens permitted by Restricted SubsidiariesSections 10.03(iv), (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes Documents; (xi) the Existing 2013 Senior Notes Documents; (xii) the Term Credit Documents; (xiii) on and after the execution and delivery thereof, the Permitted Senior Notes Documents; and (xiv) on and after the execution and delivery thereof, the Permitted Senior Refinancing Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and nor will not it permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor U.S. Borrower or any Subsidiary of their Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or a Subsidiary of the U.S. Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor U.S. Borrower or any Subsidiary of their respective Subsidiaries the U.S. Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary of the U.S. Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor U.S. Borrower or any Subsidiary of their respective Subsidiaries the U.S. Borrower in the ordinary course of business, (v) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment, (vii) any restriction or encumbrance with respect to Properties owned assets subject to Liens permitted by Restricted SubsidiariesSections 9.03(iv), (x), (xi), (xii) and (xvi), (viii) the ABL Credit Documents, (ix) restrictions set forth in the documents governing Existing Indebtedness and (x) restrictions in the documents governing Indebtedness incurred following the Amendment No. 4 Effective Date which are not materially more restrictive than the restrictions described in the foregoing clause (ix).

Limitation on Certain Restrictions on Subsidiaries. The Borrower No Credit Agreement Party will, nor will not, and will not permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor U.S. Borrower or any Subsidiary of their Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or a Subsidiary of the U.S. Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor U.S. Borrower or any Subsidiary of their respective Subsidiaries the U.S. Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary of the U.S. Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor U.S. Borrower or any Subsidiary of their respective Subsidiaries the U.S. Borrower in the ordinary course of business, (v) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vii) any restriction or encumbrance with respect to Properties owned assets subject to Liens permitted by Restricted SubsidiariesSections 9.03(iv), (x), (xi), (xii) and (xvi), (viii) the Existing 2011 Senior Notes Documents, (ix) the Existing 2010 Senior Notes Documents, (x) the Existing 2009 Senior Notes Documents, (xi) the Existing 2013 Senior Notes Documents, (xii) the ABL Credit Documents, (xiii) on and after the execution and delivery thereof, the Permitted Senior Notes Documents, and (xiv) on and after the execution and delivery thereof, the Permitted Senior Refinancing Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings -------------------------------------------------- will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by under Sections 7.2.3(b), 8.03(l) and (cm) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries any document or with respect instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to Properties owned by Restricted Subsidiariesthe Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective 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 (xa) 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 their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries its Subsidiaries, or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan 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, Guarantor or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Company or any Subsidiary of their respective Subsidiaries the Company in the ordinary course of business, (vvi) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder 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 (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries [reserved] or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) the Senior Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 8.1(iii), (cvi), (vii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) or (dxviii), and ; or (viviii) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesany Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to pay dividends or make any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Company or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Company or any of their respective its Subsidiaries, (yb) make or repay loans or advances to the Borrower, Guarantor Company or any of their respective Subsidiaries or its Subsidiaries, (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective Subsidiariesits Subsidiaries or (d) grant Liens on its assets (including Equity Interests) to the Collateral Agent, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Secured Notes Documents, (iv) the Existing Senior Subordinated Notes Documents or any Additional Senior Subordinated Note Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Company or any of their respective its Subsidiaries, (ivvi) 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 Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course of business, (vvii) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (viii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(b10.01(c), (cf), (g), (n) and (x), (ix) restrictions in any agreement or instrument governing the terms of Indebtedness permitted under Section 10.04(g), but only to the extent such restrictions are imposed only on the Person who becomes a Subsidiary concurrently with the incurrence of such Indebtedness, (x) restrictions in any instrument or agreement governing any Indebtedness incurred by a Subsidiary that is not a Credit Party pursuant to Sections 10.04(o) and (q), but only to the extent such restrictions or conditions are imposed only on such Subsidiary and its Subsidiaries, (xi) restrictions existing on the date hereof identified on Schedule 10.09 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction), (xii) customary restrictions and conditions contained in agreements and other documents (including organizational documents) governing any Permitted Joint Venture and Non-Wholly Owned Subsidiaries and (xiii) clause (d) of the foregoing shall not apply to (1) Permitted Joint Ventures or Non-Wholly Owned Subsidiaries (or the Credit Parties’ Equity Interests therein), (2) customary restrictions and conditions imposed by any agreement governing purchase money Indebtedness, Capitalized Lease Obligations or Indebtedness of a Foreign Subsidiary (other than a Canadian Credit Party) permitted by this Agreement, provided that, in the case of purchase money Indebtedness and Capitalized Lease Obligations, such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vi3) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariescustomary provisions in leases restricting the assignment thereof.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) 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 Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vvi) any instrument governing Indebtedness described in Section 9.04(ix), 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, (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets 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 compliance with Section 9.02, and (ix) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(bSection 9.01(v), (cvi) or (dvii), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective 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, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer imposed on Restricted Subsidiaries or with respect of any asset subject to Properties owned a Lien permitted by Restricted SubsidiariesSection 9.01(c), (f), (g), (n), (r) and (s), (vii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (viii) any agreement in effect at the time a Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (ix) in any agreement relating Indebtedness secured by a Lien permitted by Section 9.01(t).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective 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 Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), thereto and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiarieswhich are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (x) 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 the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) in the case of foregoing clause (x), restrictions or conditions imposed by any agreement relating to Permitted Securitizations if such restrictions or conditions apply only to the Receivables and the Related Assets that are the subject of the Permitted Securitization, (vi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, and (ivvii) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective 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 Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), thereto and (vi) restrictions on transfer imposed on Restricted Subsidiaries or which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Effective Date in accordance with respect to Properties owned by Restricted Subsidiariesthe provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor U.S. Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which U.S. Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer imposed of any asset subject to a Lien permitted by Section 10.01; (vii) restrictions applicable to any joint venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with the terms of this Agreement; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (viii) restrictions listed on Restricted Subsidiaries or Schedule 10.09; (ix) restrictions created by the Secured Notes Documents; (x) restrictions created by the Senior Unsecured Notes Documents and (xi) restrictions created in connection with respect to Properties owned by Restricted Subsidiariesany Permitted Convertible Notes.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Parent or any Subsidiary of their Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective 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 Loan Credit Documents, (iii) the Other Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other Other Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiaries the Parent in the ordinary course of business, (vvi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)thereto, (cvii) or (d)restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Effective Date in accordance with the provisions of this Agreement, and (viviii) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted SubsidiariesNon-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Company or any Subsidiary of their Subsidiariesthe Company, or pay any Indebtedness owed to the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective the Company's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiaries the Company in the ordinary course of business, (v) in the case of the Company and Superior Telecommunications, the Brownwood Lease, (vi) the restrictions on 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 any or by those assets pursuant to, and subject to or restrictions on the making of distributions imposed in connection with a Lien other Liens permitted by Sections 7.2.3(bunder Section 8.03(h), (ci), (j), (k) or (d), l) of this Exhibit E and (viviii) restrictions on transfer imposed on Restricted Subsidiaries or with respect encumbrances pursuant to Properties owned by Restricted SubsidiariesIndebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or an asset securing such Indebtedness, provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided, further, such restrictions or encumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends 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 the Borrower, Guarantor Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (iv) 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 Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course Ordinary Course of businessBusiness, (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vi) 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 making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 11.01(iii), (cvi), (xv) or (dxvi), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Company or any Subsidiary of their Subsidiariesthe Company, or pay any Indebtedness owed to the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective the Company's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiaries the Company in the ordinary course of business, (vvi) restrictions on customary provisions restricting the transfer of any assets subject pursuant to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 8.03(j), (ck), (l), (m) or (d)n) and (vii) restrictions or encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or on an asset securing such Indebtedness, provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, and (vi) provided, further, that such restrictions on transfer imposed on Restricted Subsidiaries or with respect encumbrances apply solely to Properties owned by Restricted Subsidiariessuch Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw (including regulatory requirements), (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on Senior Subordinated Notes Documents and the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), documentation for Permitted Subordinated Refinancing Indebtedness and (vi) customary provisions restricting the transfer of assets subject to Liens permitted under Section 9.01 (iii), (vii), (xiv), (xvi) and (xvii), and any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on transfer imposed on Restricted Subsidiaries were not created (or made more restrictive) in connection with respect to Properties owned by Restricted Subsidiariesor in anticipation of the respective Permitted Acquisition.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective 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, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer imposed of any asset subject to a Lien permitted by Section 10.01(ii), (iv), (v), (xi) or (xii), (vii) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (viii) any agreement in effect on Restricted Subsidiaries the Effective Date, including agreements governing existing Indebtedness, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to Properties owned by Restricted Subsidiariessuch encumbrances or restrictions than those contained in those agreements on the Effective Date and (ix) restrictions contained in any documents documenting Indebtedness of any Foreign Subsidiary permitted hereunder.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and Aleris will not permit Guarantor or any of their respective its Subsidiaries that is not a Credit Party 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits Equity Interests owned by the Borrower, Guarantor Aleris or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Aleris or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Aleris or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Aleris or any of their respective 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 Loan Credit Documents, in accordance with the terms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Closing Date), (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Aleris or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Aleris or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Aleris or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01 (iii), (vi), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions in the respective Subsidiary’s industry imposed on Restricted Subsidiaries or by customers under contractual arrangements entered into in the ordinary course of business with respect to Properties owned cash or other deposits or minimum net worth or similar requirements, (viii) restrictions on conditions imposed by Restricted Subsidiaries.any agreement relating to secured Indebtedness permitted to be incurred hereunder if such restrictions apply only to the property or assets securing such Indebtedness,

Limitation on Certain Restrictions on Subsidiaries. The Borrower No Credit Agreement Party will, nor will not, and will not permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (y) make loans or advances to the Borrower, Guarantor Holdings or any Subsidiary of their respective Subsidiaries Holdings or (z) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with Section 9.14; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (vii) any restriction or encumbrance with respect to Properties owned assets subject to Liens permitted by Restricted SubsidiariesSections 10.03(iv), (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes Documents; (xi) the Existing 2013 Senior Notes Documents; (xii) the Intermediate Holdco Credit Documents; (xiii) the Term Credit Documents; (xiv) the Wellbeing Project Financing Documents; (xv) on and after the execution and delivery thereof, the Permitted Senior Notes Documents; and (xvi) on and after the execution and delivery thereof, the Permitted Senior Refinancing Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The Parent and Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Parent or any Subsidiary of their Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective 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 Loan Credit Documents, (iii) the 2011 Credit Agreement and the 2010 Credit Agreement as in effect on the Closing Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiaries the Parent in the ordinary course of business, (vvi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)thereto, (cvii) or (d), 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 and (viviii) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted SubsidiariesNon-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower VHS Holdco I will not, and will not permit Guarantor or any of their respective 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 of VHS Holdco I to (xa) 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 VHS Holdco I or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor VHS Holdco I or any Subsidiary of their respective SubsidiariesVHS Holdco I, (yb) make loans or advances to the Borrower, Guarantor VHS Holdco I or any Subsidiary of their respective Subsidiaries VHS Holdco I or (zc) transfer any of its properties or assets to the Borrower, Guarantor VHS Holdco I or any Subsidiary of their respective SubsidiariesVHS Holdco I, except (I) in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Loan DocumentsNew Senior Unsecured Note Documents (as originally in effect), the Shareholders’ Agreements (as originally in effect), any documents governing Permitted Unsecured Notes or Permitted Secured Notes or any Permitted Refinancing Indebtedness in respect of any of the foregoing, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of VHS Holdco I or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor VHS Holdco I or any Subsidiary of their respective Subsidiaries the VHS Holdco I in the ordinary course of business, (v) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (vi) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the transfer sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary permitted under Section 9.02 pending the closing of such sale or disposition, or (vii) customary restrictions and conditions contained in any agreement relating to the sale of any assets subject to asset permitted under Section 9.02 pending the consummation of such sale, and (II) in the case of encumbrances or restrictions on of the making of distributions imposed type described in connection with a Lien permitted by Sections 7.2.3(b), preceding clause (c) only, (x) rights of first refusal in respect of the sale of assets of or (d), Equity Interests in Health Care Joint Ventures in favor of the joint venture partner of the Borrower or its respective Subsidiary relating to the respective Health Care Joint Venture and (viy) other restrictions on transfer imposed on Restricted Subsidiaries in any partnership, shareholder, operating or with similar agreement of a Health Care Joint Venture to the extent such restrictions are no less favorable in any respect to Properties owned by Restricted Subsidiarieseither the Lenders or the Borrower (or its respective Subsidiary that holds Equity Interests in such Health Care Joint Venture) than those contained in Section 2.3 or 2.5 of the Restrictive Shareholders’ Agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Parent or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Intercompany Secured Notes, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Parent or any of their respective its Subsidiaries, (ivv) 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 Borrower, Guarantor Parent or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 8.01(iii), (cvi), (vii), (xiv), (xv) or (dxvi), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan DocumentsCredit Documents or the First Horizon International Financing, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (iv) except where the existence of such provision causes or may be reasonably believed to cause a Material Adverse Effect, 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, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)the sale of such asset, and (vi) restrictions on the transfer imposed on Restricted Subsidiaries of any asset subject to a Lien permitted by Section 9.1(iii), (vi) or with respect to Properties owned by Restricted Subsidiaries(vii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions any instrument governing any Indebtedness permitted under Section 9.04(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 transfer of any assets subject Effective Date to or restrictions the extent and in the manner such agreements are in effect on the making of distributions imposed Effective Date and (vii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in connection with a Lien permitted by Sections 7.2.3(bclauses (ii), (cv) or (dvi), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries Credit Party 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 Credit Party to (xa) 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 Borrower or any of their its Subsidiaries, or pay any Financial Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries or its Subsidiaries, (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective Subsidiariesits Subsidiaries 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 Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract (including a ship purchase agreement) entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions any holder of a Lien on assets other than the Collateral may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), thereto and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiarieswhich are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and Aleris will not permit Guarantor or any of their respective its Subsidiaries that is not a Credit Party 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits Equity Interests owned by the Borrower, Guarantor Aleris or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Aleris or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Aleris or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Aleris or any of their respective 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 Loan Credit Documents, in accordance with the terms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Closing Date), (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Aleris or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Aleris or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Aleris or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01 (iii), (vi), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions in the respective Subsidiary’s industry imposed on Restricted Subsidiaries or by customers under contractual arrangements entered into in the ordinary course of business with respect to Properties owned cash or other deposits or minimum net worth or similar requirements, (viii) restrictions on conditions imposed by Restricted Subsidiariesany agreement relating to secured Indebtedness permitted to be incurred hereunder if such restrictions apply only to the property or assets securing such Indebtedness, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder, (x) any agreement or other instrument of a Person acquired in a Permitted Acquisition or other Investment or acquisition permitted hereunder in existence at the time of such Permitted Acquisition or other Investment or acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired, (xi) customary restrictions in any Indebtedness incurred pursuant to Section 10.04(xii), (xiv), (xxiv), (xxvii) and (xxx), and (xii) provisions contained in agreements related to or instruments evidencing Indebtedness incurred pursuant to Section 10.04(ii).

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor U.S. Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) the Senior Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 8.1(iii), (cvi), (vii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) or (dxviii), and ; or (viviii) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesany Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to pay dividends or make any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits Equity Interest owned by the Borrower, Guarantor Company or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Company or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Permitted Convertible Notes Indentures and the other Permitted Convertible Notes Documents, (iv) the Permitted Additional Indebtedness Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Company or any of their respective its Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor Company or any of their respective its Subsidiaries in the ordinary course of business, (vvii) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (viii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 10.01(c), (ce), (f), (g), (j), (l), (m), (n), (r), (t), (u), (v), (w), (x), (y), (bb), (dd), (ee), (ff) or (dgg), (ix) any agreement or instrument governing Indebtedness (A) permitted pursuant to Section 10.04(b) (other than Intercompany Debt), provided that, any restrictions contained in any agreement governing any renewal, extension, replacement or refinancing of any Existing Indebtedness are not more restrictive in any material respect than the restrictions contained in the Existing Indebtedness to be renewed, extended, replaced or refinanced (as reasonably determined by the Company in good faith), (B) incurred pursuant to Section 10.04(d), 10.04(p), 10.04(r), 10.04(s), 10.04 (x) or 10.04(z); provided that any such restriction contained therein relates only to the assets financed thereby (or, in the case of Section 10.04(r), 10.04 (x) or 10.04(z), securing such Indebtedness), (C) incurred pursuant to Section 10.04(o), which restriction is only applicable to the transfers of assets (other than cash) or to the transfer of all or substantially all assets (or other similar fundamental change covenant) of the Person that has incurred the subject Indebtedness or (D) incurred or otherwise permitted pursuant to Section 10.04(g), which encumbrance or restriction, in the case of this clause (D), is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive (as reasonably determined by the Company in good faith)) in connection with or in anticipation of the respective Acquisition, (x) restrictions applicable to any joint venture that is a Non-Wholly-Owned Subsidiary of the Company as a result of an Investment not prohibited by this Agreement; provided that the restrictions applicable to such joint venture are not made more burdensome (as reasonably determined by the Company in good faith), from the perspective of the Company and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment (but solely to the extent any are in effect at such time), (xi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (xii) customary net worth or similar financial maintenance provisions contained in real property leases entered into by any Subsidiary, (xiii) arrangements with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits, and (vixiv) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties contained in the operative documents of a Tesla Lease Finance Subsidiary that are customary restrictions for a non-wholly owned by Restricted Subsidiariessubsidiary.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any contractual encumbrance or restriction in or on the ability of any such Subsidiary to (xa) 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 Company or any Subsidiary of their Subsidiariesthe Company, or pay any Indebtedness owed to the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective Subsidiaries the Company's other Subsidiaries, or (z) transfer any of its properties property or assets to the Borrower, Guarantor Company or any of their respective the Company's other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary of the Borrower, Guarantor or any of their respective SubsidiariesCompany, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries Company in the ordinary course of business, (v) restrictions on customary provisions restricting the transfer of any assets subject to or Liens permitted under section 9.3(k), (vi) encumbrances and restrictions contained in the Existing Indebtedness Agreements as in effect on the making Effective Date and customary restrictions governing any of distributions imposed in connection with the Indebtedness of a Subsidiary permitted pursuant to section 9.4, (vii) any document relating to Indebtedness secured by a Lien permitted by Sections 7.2.3(b)section 9.3, (c) or (d)insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (viviii) restrictions on transfer imposed on Restricted Subsidiaries any operating lease or with respect Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to Properties owned by Restricted Subsidiariesany other person.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, business and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective 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 (xa) 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 their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries its Subsidiaries, or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan 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, Guarantor or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Company or any Subsidiary of their respective Subsidiaries the Company in the ordinary course of business, (vvi) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder 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 (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. (a) The -------------------------------------------------- Borrower will not, and will not permit Guarantor or any of their respective 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 (x) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the provisions contained in the Existing Indebtedness Agreements, (iv) the Senior Subordinated Notes Documents, (v) the Convertible Subordinated Notes Documents, (vi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivvii) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vviii) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (c) or (d), and (viix) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.14; provided that -------- the restrictions applicable to the respective such Joint Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (x) any restriction or encumbrance with respect to Properties owned by Restricted Subsidiariesa Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement; and (xi) the documentation governing Permitted Debt (other than Permitted Acquired Debt).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor the Borrower or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Note Documents, (iv) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vvi) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b9.01(iii), (c) or (div), (vi), (vii), (viii), (x), (xiii), (xiv) and (vixv) and (vii) restrictions on transfer imposed on Restricted Subsidiaries under any contracts for the sale of (or the granting of an option to buy) assets, including, without limitation, any restriction with respect to Properties owned by Restricted Subsidiariesa Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, pending the closing of such sale or disposition, PROVIDED that any such restriction relates solely to the assets that are the subject of such contract (or such option) and such sale (or the granting of such option assuming same is exercised) is otherwise permitted under Section 9.02.

Limitation on Certain Restrictions on Subsidiaries. The No Borrower -------------------------------------------------- will, nor will not, and will not any Borrower permit Guarantor or any of their respective 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 (x) 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 such Borrower or any Subsidiary of their Subsidiariessuch Borrower, or pay any Indebtedness owed to the such Borrower or a Subsidiary of such Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor such Borrower or any Subsidiary of their respective Subsidiaries such Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor such Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the provisions contained in the Scheduled Existing Indebtedness, (iv) the Senior Subordinated Note Documents, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the any Borrower or a Subsidiary of such Borrower, Guarantor or any of their respective Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor any Borrower or any Subsidiary of their respective Subsidiaries such Borrower in the ordinary course of business, (vvii) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (cviii) customary provisions restricting subletting or assignments of leases and/or customary provisions restricting subletting or assignments of leases and/or non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (d)ix) customary provisions restricting the assignment of licensing agreements, and management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (vix) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.14, provided that the restrictions applicable to the respective such Joint -------- Venture are not made worse, or more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (xi) any restriction or encumbrance with respect to Properties owned by Restricted Subsidiariesa Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement and (xii) the documentation governing Permitted Debt (other than Permitted Acquired Debt).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (iv) 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 Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer imposed on Restricted Subsidiaries of any asset subject to a Lien permitted by Section 10.01(iii), (vi), (vii), (xv) or (xvi)(x); (vii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with respect or in anticipation of the respective Permitted Acquisition or Investment; and (viii) restrictions applicable to Properties owned by Restricted any joint venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with Section 9.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition. Notwithstanding anything to the contrary, the provisions of this Section 10.11 will not be applicable to the Borrower and Western Money Systems until the Mississippi Gaming Commission Approval has been obtained pursuant to Section 13.20.

Limitation on Certain Restrictions on Subsidiaries. The Borrower (a) Holdings will not, and will not permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) on and after the Accounts Receivables Transaction Date, the provisions applicable to the Receivables Sellers and Receivables Entity contained in the Accounts Receivable Facility, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vvi) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vii) restrictions on applicable to any joint venture that is a Subsidiary existing at the transfer time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.14; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (viii) any restriction or encumbrance with respect to assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b9.03(iv), (c) or (dx), (xi), (xii) and (vixvii), (ix) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesthe First-Lien Credit Documents and (x) the Refinancing Senior Subordinated Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Aleris will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits Equity Interests owned by the Borrower, Guarantor Aleris or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Aleris or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Aleris or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Aleris or any of their respective 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 Loan Credit Documents, (iii) the Senior Bridge Loan Documents, the New Note Documents or the ABL Credit Agreement (in each case as in effect on the Borrowing Date (or in the case of the New Note Documents, on the date of issuance thereof), and as the same may thereafter be amended, modified (or replaced) or refinanced in accordance with the terms of this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any material respect (taken as a whole) than those terms as in effect on the Borrowing Date (or in the case of the New Note Documents, on the date of issuance thereof)), (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Aleris or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which Aleris or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Aleris or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii), (viii), (xv), (xvi) or (dxvii), and (viviii) the Existing Senior Secured Note Documents (as in effect on the Borrowing Date), (ix) customary restrictions on transfer in the respective Subsidiary’s industry imposed on Restricted Subsidiaries or by customers under contractual arrangements entered into in the ordinary course of business with respect to Properties owned by Restricted Subsidiariescash or other deposits or minimum net worth or similar requirements and (x) provisions contained in agreements related to or instruments evidencing Indebtedness incurred pursuant to Section 9.04(ii).

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and nor will not it permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor U.S. Borrower or any Subsidiary of their Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or a Subsidiary of the U.S. Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor U.S. Borrower or any Subsidiary of their respective Subsidiaries the U.S. Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary of the U.S. Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor U.S. Borrower or any Subsidiary of their respective Subsidiaries the U.S. Borrower in the ordinary course of business, (v) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05; provided that the restrictions applicable to such joint venture are not made more burden- some, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment, (vii) any restriction or encumbrance with respect to Properties owned assets subject to Liens permitted by Restricted SubsidiariesSections 9.03(iv), (x), (xi), (xii) and (xvi), (viii) the ABL Credit Documents, (ix) restrictions set forth in the documents governing Existing Indebtedness and (x) restrictions in the documents governing Indebtedness incurred following the Amendment No. 3 Effective Date which are not materially more restrictive than the restrictions described in the foregoing clause (ix).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Except as set forth on Schedule VIII, the Borrowers will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) 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 any Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.03, in each case so long as the encumbrances and restrictions 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 BorrowerBorrowers or of any Subsidiary of the Borrowers, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrowers or any of their respective Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Notes Documents and, on and after the execution and delivery thereof, the Permitted Unsecured Debt Documents, (iv) customary provisions restricting subletting subletting, subleasing, transferring, assignment or assignment transfer of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(b10.01(iii), (cv), (vi), (vii), (xiii), (xviii), (xix)(i), (xxi), (xxiii), (xxiv), (xv),and (xxvi) and (viii) restrictions or encumbrances with respect to a Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or all or substantially all of the assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement and the other Credit Documents, (ix) restrictions and encumbrances in a contractual obligation which exist on the Initial Borrowing Date and (to the extent not otherwise permitted by this Section 10.09) are listed on Schedule 10.09, and any modification, replacement, renewal, extension or refinancing of such contractual obligation so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Lenders or materially more restrictive on the Borrower and its Subsidiaries, (x) restrictions and encumbrances binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower pursuant to a Permitted Acquisition or an Investment made under Section 10.05(xix), (xxi) or (dxxii), so long as such restrictions and encumbrances were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Investment and do not apply to any Person other than the Subsidiary so acquired, (xi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture (and its assets or Equity Interest issued by such Person) entered into in the ordinary course of business, (xii) restrictions and encumbrances on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (vixiii) restrictions and encumbrances arise in connection with cash or other deposits permitted under Section 10.01 and 10.05 and limited to such cash or deposit are restrictions on transfer imposed on Restricted Subsidiaries or xxxx xxxxxxx money deposits in favor of sellers in connection with respect to Properties owned by Restricted SubsidiariesPermitted Acquisitions and Investments permitted under Sections 10.05(xix), (xxi) and (xxii).

Limitation on Certain Restrictions on Subsidiaries. The Each of Holdings and each other Borrower will not, and will not permit Guarantor or any of 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the 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 the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (ivvi) 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 Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course of business, (vvii) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 10.01(iii), (cvi), (vii), (xv) or (dxvi)(x), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Neither the Borrower nor Trizec will, nor will not, and will not either of them permit Guarantor or any of their respective Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, 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 other Credit Party (other than, in the case of a restriction only, Trizec or the Borrower) to (xa) 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, Guarantor Trizec or any Subsidiary of their SubsidiariesTrizec, or pay any Indebtedness owed to the Borrower, Guarantor Trizec or any a Subsidiary of their respective SubsidiariesTrizec, (yb) make loans or advances to the BorrowerTrizec, Guarantor or any Subsidiary of their respective Subsidiaries Trizec or (zc) transfer any of its properties or assets to the Borrower, Guarantor Trizec or any Subsidiary of their respective SubsidiariesTrizec, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Trizec or any of their respective Subsidiariesits Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Trizec or any of their respective Subsidiaries its Subsidiary in the ordinary course of business, and (v) any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesthereto.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Credit Parties will not, and will not permit Guarantor or any of 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 (xa) pay Dividends 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 the Borrower, Guarantor such Credit Party or any Subsidiary of their Subsidiariessuch Credit Party, or pay any Indebtedness owed to the Borrower, Guarantor such Credit Party or any a Subsidiary of their respective Subsidiariessuch Credit Party, (yb) make loans or advances to the Borrower, Guarantor such Credit Party or any of their respective such Credit Party's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor such Credit Party or any of their respective 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 Loan Credit Documents, (iii) any agreement in effect on the Effective Date (as such agreement is in effect on the Effective Date), (iv) customary provisions restricting (A) subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor a Subsidiary of such Credit Party or any (B) transfers of their respective Subsidiariesassets subject to Capitalized Lease Obligations of a Subsidiary of such Credit Party, (ivv) with respect to clause (c) above only, Permitted Liens and other customary restrictions contained in security agreements with respect to the transfer of collateral subject to such Permitted Liens, (vi) customary provisions restricting assignment of any licensing agreement or other contract in contracts entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, business that prohibit assignments of such contract and (vvii) restrictions any restriction on the transfer of any assets subject an asset pursuant to or restrictions on an agreement to sell such asset (but only in those cases where the making sale of distributions imposed in connection with a Lien such asset is permitted by Sections 7.2.3(bSection 7.2), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower No Credit Agreement Party will, nor will not, and will not permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (y) make loans or advances to the Borrower, Guarantor Holdings or any Subsidiary of their respective Subsidiaries Holdings or (z) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary of the U.S. Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor U.S. Borrower or any Subsidiary of their respective Subsidiaries the U.S. Borrower in the ordinary course of business, (v) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; (vii) any restriction or encumbrance with respect to Properties owned assets subject to Liens permitted by Restricted SubsidiariesSections 9.03(iv), (x), (xi), (xii) and (xvi); (viii) the New Senior Notes Documents; (ix) the Existing 2009 Senior Notes Documents and (x) the Existing 2013 Senior Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) the Borrower Senior Note Documents and agreements evidencing Existing Indebtedness, (vi) Foreign Subsidiary Indebtedness, (vii) the Synthetic Lease Financing Documents, and (viii) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b9.01(vii), (c) or (dx), (xiv) and (vixv) so long as such restrictions on transfer imposed on Restricted Subsidiaries or with respect only apply to Properties owned by Restricted Subsidiariesthe assets subject to such Liens.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective Subsidiaries Subsidiary to, directly or indirectly, create enter into, incur or otherwise cause or suffer permit to exist any agreement or become effectiveother 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 (x) pay Dividends dividends or make any other distributions on with respect to any shares of its Capital Stock capital stock or any other interest to make or participation in its profits owned by the Borrower, Guarantor or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective Subsidiaries, (y) make repay loans or advances to the Borrower, Guarantor Company or any other Subsidiary or to guarantee Indebtedness of their respective Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective Subsidiariesother 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, except for such encumbrances or (ii) the foregoing shall not apply to restrictions existing under and conditions imposed by any 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 Loan Documentsscope of, any such restriction or condition), (iii) the foregoing shall not apply to customary provisions restricting subletting or assignment restrictions and conditions contained in agreements relating to the sale of any lease governing a leasehold interest of Subsidiary pending such sale, provided such restrictions and conditions apply only to the Borrower, Guarantor or any of their respective SubsidiariesSubsidiary that is to be sold and such sale is permitted hereunder, (iv) customary provisions restricting assignment clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any licensing agreement relating to secured Indebtedness permitted under Sections 8.04(e), 8.04(j), 8.04(1) or other contract entered into by 8.04(n), in each case if such restrictions or conditions apply only to the Borrower, Guarantor property or any of their respective Subsidiaries in the ordinary course of business, assets securing such Indebtedness and (v) restrictions on clause (a) of the transfer of any assets subject foregoing shall not apply to or restrictions on customary provisions in leases and licensing agreements restricting the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesassignment thereof.".

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii) or (dxiv), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the infoUSA Amended and Restated Credit Agreement ability of any such Subsidiary Company to (xa) 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 their SubsidiariesCompany, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective SubsidiariesCompany, (yb) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries Company or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective SubsidiariesCompany, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective SubsidiariesCompany, (iv) customary provisions restricting assignment of any licensing agreement (in which a Company is the licensee) or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries 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) agreements existing on the First Closing Date to the extent and in the manner such agreements are in effect on the First Closing Date, (vii) any agreement for the sale or disposition of capital stock or assets 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 compliance with Section 10.2, and (viii) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(bSection 10.1(e), (cf) or (dg), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends 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, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under agreements in effect on the Initial Borrowing Date (and any extensions, refinancings, renewals, amendments, modifications or replacements of such agreements that are not less favorable to the Lenders in any material respect than the agreements in effect on the Initial Borrowing Date) and encumbrances or restrictions existing by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) on and after the execution and delivery thereof, the Permitted Subordinated Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any asset pending the close of the sale of such asset, (vii) Liens permitted by Section 10.01 that limit the right of the Borrower or any of its Subsidiaries to transfer the assets (including Capital Stock) subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)such Liens, (c) or (d), and (viviii) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned a Subsidiary of the Borrower and imposed pursuant to an agreement that has been entered into for the sale or disposition of 100% of the outstanding Capital Stock or all or substantially all of the assets of such Subsidiary in compliance with the other provisions of this Agreement, (ix) restrictions existing with respect to any Person or the property or assets of such Person acquired by Restricted Subsidiaries.the Borrower or any of its Subsidiaries in compliance with Section 9.15 and the other provisions of this Agreement and existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired,

Limitation on Certain Restrictions on Subsidiaries. The Borrower Credit Parties will not, and will not permit Guarantor or any of their respective the 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any such Subsidiary is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective Subsidiaries such Subsidiary in the ordinary course Ordinary Course of businessBusiness and which restrictions apply solely to the licensed property covered thereby or assets covered by such agreement, (v) restrictions on the transfer of any assets subject to asset or restrictions on any Subsidiary of the making Borrower pending the close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset or such Subsidiary, (c) or (d), and (vi) restrictions on the transfer imposed on Restricted Subsidiaries of any Permitted Funding Asset securing any Permitted Funding Indebtedness or the Indebtedness permitted by Section 6.04(d); provided that such restrictions are limited to the applicable individual agreements and/or the property or assets subject to such agreements, (vii) customary provisions applicable to a Securitization Entity, a Repo Debt Entity, a REO Subsidiary or a Repo Subsidiary; provided that such restrictions are limited to the applicable individual agreements and/or the property or assets subject to such agreements and (viii) provisions in documentation with respect to Properties owned the Indebtedness permitted by Restricted SubsidiariesSection 6.04(b), in each case, so long as such provisions are no more restrictive than the corresponding provisions hereof.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, (iii) the other Loan Credit Documents, (iiiiv) the Existing Senior Subordinated Note Documents, (v) the provisions applicable to the Receivables Sellers and the Receivables Subsidiary contained in the Receivables Facility Documents, (vi) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivvii) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vviii) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (ix) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii) or (dxiv), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The No Borrower will, nor will not, and will not permit Guarantor or any of their respective its Subsidiaries to, 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor Exide U.S. or any Subsidiary of their SubsidiariesExide U.S., or pay any Indebtedness owed to the Borrower, Guarantor Exide U.S. or any a Subsidiary of their respective SubsidiariesExide U.S., (y) make loans or advances to the Borrower, Guarantor Exide U.S. or any Subsidiary of their respective Subsidiaries Exide U.S. or (z) transfer any of its properties or assets to the Borrower, Guarantor Exide U.S. or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Exide U.S. or any a Subsidiary of their respective SubsidiariesExide U.S., (iv) customary provisions restricting assignment of any licensing agreement (in which Exide U.S. or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor Exide U.S. or any Subsidiary of their respective Subsidiaries Exide U.S. in the ordinary course of business, (v) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05A or 9.06B, as applicable, or a Permitted Acquisition effected in accordance with Section 8.15 (provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Exide U.S. and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition), (vii) any customary restriction or encumbrance with respect to Properties owned assets subject to Liens permitted by Restricted Subsidiariesthis Agreement, (viii) the restrictions contained in the Existing Notes Documents and any Permitted Refinancing Indebtedness incurred in respect thereof (and in accordance with the definition thereof contained herein) and (ix) customary restrictions (applicable to the respective obligors) with respect to Indebtedness incurred pursuant to clauses (vi), (viii) and (xviii) of Section 9.04A or clauses (9), (10), (13) and (14) of the definition of Permitted Indebtedness as used in Section 9.04B, as applicable.

Limitation on Certain Restrictions on Subsidiaries. (a) The -------------------------------------------------- Borrower will not, and will not permit Guarantor or any of their respective 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 (x) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the provisions contained in the Scheduled Existing Indebtedness, (iv) the Senior Subordinated Notes Documents, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vvii) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (cviii) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.14; provided that the restrictions applicable to the -------- respective such Joint Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (d)ix) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, and (vix) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesthe documentation governing Permitted Debt (other than Permitted Acquired Debt).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 of the Borrower to (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Loan Documents, the Shareholders' Agreements as in effect on the Effective Date and any Permitted Subordinated Note Document (so long as such encumbrances and restrictions therein are no less favorable to the Borrower than those contained in the Senior Subordinated Note Documents), (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 9.01(vii), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) the Senior Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 8.1(iii), (cvi), (vii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) or (dxviii), and ; or (viviii) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesany Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to pay dividends or make any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Corporate Guarantor will not, and will not permit Guarantor or any of their respective Subsidiaries Credit Party 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 Credit Party to (xa) 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 BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries, or pay any Financial Indebtedness owed to the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries, (yb) make loans or advances to the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries or (zc) transfer any of its properties or assets to the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract (including a ship purchase agreement) entered into by the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries in the ordinary course of business, (v) restrictions any holder of a Lien on assets other than the Collateral may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), thereto and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiarieswhich are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Parent or any Subsidiary of their Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries or (zc) transfer any of its properties prop­erties or assets to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries, except for such encumbrances encum­brances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the 2008 Credit Agreement as in effect on the Effective Date, or any refinancing thereof or amendments thereto, provided that in each case the restrictions thereunder are not more restrictive than those contained in the 2008 Credit Agreement as in effect on the Effective Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (ivv) customary cus­tomary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiaries the Parent in the ordinary course of business, (vvi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)thereto, (cvii) or (d), restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Effective Date in accordance with the provisions of this Agreement and (viviii) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted SubsidiariesNon-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the 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 the Borrower, Guarantor or any of their respective Subsidiaries, (ivviii) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of businessbusiness and (ix) customary restrictions in any industrial revenue bond, (v) restrictions on the transfer of purchase money financing, capital lease or any assets subject to or restrictions on the making of distributions imposed in connection with a Lien other agreement permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesthis Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits Equity Interest owned by the Borrower, Guarantor Company or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Company or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Permitted Convertible Notes Indentures and the other Permitted Convertible Notes Documents, (iv) the Permitted Additional Indebtedness Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Company or any of their respective its 167 Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor Company or any of their respective its Subsidiaries in the ordinary course of business, (vvii) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (viii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 10.01(c), (ce), (f), (g), (j), (l), (m), (n), (r), (t), (u), (v), (w), (x), (y), (bb), (dd), (ee), (ff) or, (gg) or (dhh), (ix) any agreement or instrument governing Indebtedness (A) permitted pursuant to Section 10.04(b) (other than Intercompany Debt), provided that, any restrictions contained in any agreement governing any renewal, extension, replacement or refinancing of any Existing Indebtedness are not more restrictive in any material respect than the restrictions contained in the Existing Indebtedness to be renewed, extended, replaced or refinanced (as reasonably determined by the Company in good faith), (B) incurred pursuant to Section 10.04(d), 10.04(p), 10.04(r), 10.04(s), 10.04 (x) or, 10.04(z), 10.04(aa), or 10.04(bb); provided that any such restriction contained therein relates only to the assets financed thereby (or, in the case of Section 10.04(r), 10.04 (x) or, 10.04(z), or 10.04 (bb) securing such Indebtedness), (C) incurred pursuant to Section 10.04(o), which restriction is only applicable to the transfers of assets (other than cash) or to the transfer of all or substantially all assets (or other similar fundamental change covenant) of the Person that has incurred the subject Indebtedness or (D) incurred or otherwise permitted pursuant to Section 10.04(g), which encumbrance or restriction, in the case of this clause (D), is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive (as reasonably determined by the Company in good faith)) in connection with or in anticipation of the respective Acquisition, (x) restrictions applicable to any joint venture that is a Non-Wholly-Owned Subsidiary of the Company as a result of an Investment not prohibited by this Agreement; provided that the restrictions applicable to such joint venture are not made more burdensome (as reasonably determined by the Company in good faith), from the perspective of the Company and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment (but solely to the extent any are in effect at such time), (xi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (xii) customary net worth or similar financial maintenance provisions contained in real property leases entered into by any Subsidiary, (xiii) arrangements with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits, and (vixiv) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties contained in the operative documents of a Tesla Lease Finance Subsidiary that are customary restrictions for a non-wholly owned by Restricted Subsidiariessubsidiary.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective 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 Loan Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vvi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), thereto and (vivii) restrictions on transfer imposed on Restricted Subsidiaries or which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Restatement Effective Date in accordance with respect to Properties owned by Restricted Subsidiariesthe provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii), (viii), (xv), (xviii) or (dxix), and (viviii) customary restrictions on transfer imposed on Restricted set forth in Indebtedness incurred by Foreign Subsidiaries of the Borrower pursuant to, and as permitted by, Section 9.04 and owing to Persons other than the Borrower and its Subsidiaries so long as such restrictions are applicable only to the Foreign Subsidiary or with respect Foreign Subsidiaries incurring such Indebtedness and Holdings in good faith determines that said restrictions are not likely to Properties owned by Restricted Subsidiariesgive rise to a violation of the financial covenants contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The US Borrower will not, and will not permit Guarantor or any of their respective 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 (a) the US Borrower or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or (b) any such Subsidiary to (xi) 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 US Borrower or any Subsidiary of their Subsidiariesthe US Borrower, or pay any Indebtedness owed to the US Borrower or a Subsidiary of the US Borrower, Guarantor or any of their respective Subsidiaries, (yii) make loans or advances to the Borrower, Guarantor US Borrower or any Subsidiary of their respective Subsidiaries the US Borrower or (ziii) transfer any of its properties or assets to the Borrower, Guarantor US Borrower or any of their respective Subsidiariesits Subsidiaries except, except in each case, for such encumbrances or restrictions existing under or by reason of (iA) applicable law, (iiB) this Agreement and the other Loan Credit Documents, (iiiC) the arrangements in effect on the 2010 Restatement Effective Date identified on Schedule 7.14 (or to any extension or renewal of, or any amendment, modification or replacement not expanding the scope of, any such encumbrance or restriction), (D) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor US Borrower or any a Subsidiary of their respective Subsidiariesthe US Borrower entered into in the ordinary course of business and consistent with past practices, (ivE) customary provisions restricting assignment of any licensing agreement or other contract entered into by the BorrowerUS Borrower or any Subsidiary of the US Borrower in the ordinary course of business, Guarantor (F) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (G) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the US Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vH) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 7.05 or a Permitted Acquisition effected in accordance with Section 6.13, provided that the restrictions applicable to such respective Joint Venture are not made worse, or more burdensome, from the perspective of the US Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (I) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, (J) restrictions on the transfer of any assets subject asset pending the close of the sale of such asset so long as such sale is permitted under this Agreement, (K) the documentation governing Permitted Debt (other than Permitted Acquired Debt) so long as such restrictions are on market terms and reasonably satisfactory to or the Administrative Agent, (L) restrictions on the making transfer of distributions imposed assets securing purchase money obligations and Capitalized Lease Obligations otherwise permitted hereunder, (M) customary net worth provisions contained in Real Property leases entered into by Subsidiaries of the US Borrower so long as the US Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the US Borrower and its Subsidiaries to meet their ongoing obligations (including those under this Agreement), (N) the US Borrower Notes Documents, (O) any agreement relating to secured Indebtedness permitted by this Agreement if such encumbrances or restrictions apply only to the property or assets securing such Indebtedness, and (P) customary restrictions with respect to any Special Purpose Securitization Subsidiary contained in any Permitted Securitization Document or Permitted Receivables Financing Document entered into in connection with a Lien Permitted Securitization Financing or Permitted Receivables Financing permitted by Sections 7.2.3(bpursuant to Section 7.04(p), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.. 148

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to asset pending the close of the sale of such asset, (vii) any agreement or restrictions on the making of distributions imposed instrument governing Indebtedness assumed in connection with a Lien permitted by Sections 7.2.3(b)Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Borrower or any Subsidiary of the Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition, (cviii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (dix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to clause (viii) of Section 9.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary, (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above, provided, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii), and (vixi) restrictions on the transfer imposed on Restricted Subsidiaries or with respect of any asset subject to Properties owned a Lien permitted by Restricted SubsidiariesSection 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Domestic 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 (xa) pay make Dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer create, incur, assume or suffer to exist any Lien on properties or assets of the Borrower or any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Loan DocumentsCredit Documents or the Asset Purchase Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (iv) 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 Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on in existence as of the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted SubsidiariesEffective Date.

Limitation on Certain Restrictions on Subsidiaries. The -------------------------------------------------- Borrower will not, and nor will not the Borrower permit Guarantor or any of their respective 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 (x) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement Agreement, the other Credit Documents and the other Loan Cendant Documents, (iii) the provisions contained in the Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vvi) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (cvii) customary provisions restricting subletting or assignments of leases and/or customary provisions restricting subletting or assignments of leases and/or non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (d)viii) customary provisions restricting the assignment of licensing agreements, and management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (viix) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.13, provided that the restrictions -------- applicable to the respective such Joint Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (x) any restriction or encumbrance with respect to Properties owned by Restricted Subsidiariesa Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement and (xi) the documentation governing Permitted Debt (other than Permitted Acquired Debt).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock or any other interest Capital Stock or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Credit Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Restricted Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries in the ordinary course of business, (v) any encumbrance or restriction pursuant to an agreement in effect or entered into on the Effective Date as set forth on the Effective Date Officer’s Certificate (and all replacements or substitutions thereof on terms not materially more adverse to the Lenders and not materially less favorable or materially more onerous to the Borrower and its Restricted Subsidiaries than those contained the any such agreement on the Effective Date), (vi) customary agreements relating to the transfer of, or the granting of licenses in licenses related to, copyrights, patents or other intellectual property, (vii) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein), (viii) purchase money indebtedness permitted to be incurred under this Credit Agreement, (ix) restrictions on cash or other deposits under bona fide arrangements with customers entered into in the ordinary course of business, (x) Refinancing Indebtedness (provided, that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced); (xi) agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Capital Stock other than on a pro rata basis, (xii) with respect to any Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Permitted Indebtedness, or any agreement pursuant to which such Permitted Indebtedness was issued, (xiii) restrictions on the transfer of any asset pending the close of the sale of such asset (xiv) any restriction or encumbrance or the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted Liens not prohibited by Sections 7.2.3(b)Section 9.3 hereof, (c) or (d), xv) encumbrances and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariescontained in the Master Indenture Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 of the Borrower to (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(bthis Agreement, (vi) the Senior Unsecured Note Documents (as in effect on the Effective Date), (cvii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Transaction and so long as the respective encumbrances or restrictions were not created (d)or made more restrictive) in connection with or in anticipation of the respective Permitted Transaction, and any refinancings of Permitted Acquired Debt permitted pursuant to Section 9.04(xvi) may contain restrictions or encumbrances which are not more restrictive than those contained in the Indebtedness being refinanced, (viviii) any Indebtedness permitted by Section 9.04 (other than Permitted Acquired Debt) to the extent the restrictions contained in such Indebtedness are not more restrictive than those contained in this Agreement and (ix) restrictions on transfer imposed on Restricted Subsidiaries or the Receivables Entity, and with respect to Properties owned by Restricted Subsidiariesthe Receivables and Receivables Related Assets, set forth in the Receivables Facility Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise other- wise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b), (cunder Section 8.01(vii) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or existing in any document executed in connection with respect any Permitted Non-Recourse Indebtedness so long as such restrictions only apply to Properties owned by Restricted Subsidiariesthe Specified Subsidiary that has incurred such Permitted Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement, (vii) any customary restriction or encumbrance with respect to assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b10.03(iv), (cx), (xi), (xii), (xv), (xvi), (xvii), (xviii), (xxi), (xxiii) and (xxiv), (viii) on and after the execution and delivery thereof, the Permitted Junior Notes Documents (and any Permitted Refinancing Debt Documents governing Permitted Refinancing Indebtedness in respect thereof), (ix) the Chinese Factoring Program, the other Foreign Receivables Facilities and the documentation governing the foregoing, (x) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; provided such restrictions and conditions apply only to the Subsidiary or assets being sold and such sale is permitted hereunder, (d)xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, and (vixii) negative pledges and restrictions on transfer imposed on Restricted Subsidiaries Liens in favor of any holder of secured Indebtedness permitted by Section 10.04 NEWYORK 9228865 (2K) -132- (xxii) and (xxv) but only to the extent the negative pledges and restrictions relate to the property financed by or with respect to Properties owned by Restricted Subsidiariesthe subject of such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective 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, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer imposed on Restricted Subsidiaries or of any asset subject to a Lien permitted by Section 10.01(iii), (vi), (vii), (x), (xi) (solely with respect to Properties owned by Restricted contractual landlords Liens and Liens permitted under subclause (y) thereof), (xv), (xvi) or (xvii)(x), (vii) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 10.05 or a Permitted Acquisition effected in accordance with Section 9.16, provided that the restrictions applicable to the respective such Joint Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, and (viii) on and after the execution and delivery thereof, the Permitted Subordinated Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective 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 Loan Credit Documents, (iii) the New Senior Note Documents, (iv) the Aetna Documents (as in effect on the Initial Borrowing Date and as the same may thereafter be amended or modified in accordance with the terms of the Aetna Documents and this Agreement so long as the terms of any restrictions described in clauses (a) through (c) above are no more restrictive on the Borrower or any of its Subsidiaries in any material respect than those terms as in effect on the Initial Borrowing Date), (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvii) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (viii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii), (xiv), (xvii), (xviii) or (d), xix) and (viix) customary restrictions on transfer in the respective Subsidiary's industry imposed on Restricted Subsidiaries or by customers under contractual arrangements entered into in the ordinary course of business with respect to Properties owned by Restricted Subsidiariescash or other deposits or minimum net worth or similar requirements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent and the Company will not, and will not permit Guarantor or any of their respective the Company’s Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits profits, in each case owned by the Borrower, Guarantor Company or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Company or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective its Subsidiaries that are Borrowers or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective Subsidiariesits Subsidiaries that are Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Effective Date and described on Schedule 10.08, (ii) applicable law, (iiiii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents), (iv) the Term Loan Agreement and the other Term Loan Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in the Term Loan Agreement and the other Term Loan Documents), (iiiv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Company or any of their respective its Subsidiaries, (ivvi) [reserved], (vii) customary provisions restricting assignment assignment, sublicensing or subletting of any licensing or leasing agreement (in which the Company or any of its Subsidiaries is the licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Parent, the Borrower, Guarantor Company or any of their respective its Subsidiaries in the ordinary course of business, (vviii) restrictions on the transfer of any assets subject to asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such asset or Subsidiary, (ix) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(b10.01(c), (ce), (f), (m), (n), (r), (s), (t), (v) or (dx); (x) any agreement or instrument in effect at the time any entity becomes a Subsidiary of the Company or any assets are acquired by a Credit Party, 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 and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (xi) restrictions applicable to any joint venture that is a Subsidiary, (xii) customary restrictions on the transfer of joint venture interests, (xiii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, (xiv) customary net worth provisions contained in real property leases entered into by the Company and the Subsidiaries in the ordinary course of business, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and Subsidiaries to meet their ongoing obligations, (xv) any restrictions regarding licenses or sublicenses by the Company and the Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (vixvi) restrictions on transfer imposed on Restricted Subsidiaries any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xv); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to Properties owned by Restricted Subsidiariessuch encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement Agreement, the other Credit Documents and the other Loan DocumentsPre-Petition Credit Agreement, (iii) the Vendor Financing Agreement, the 11-1/4% Senior Subordinated Discount Note Documents and the 15% Senior Discount Note Documents, each as in effect on the Closing Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business and, (vi) customary restrictions on dispositions of Real Property of the Borrower contained in reciprocal easement agreements entered into by the Borrower or any Subsidiary in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement Agreement, the other Credit Documents and the other Loan Osboxx Xxxuisition Documents, (iii) the 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 the Borrower, Guarantor or any of their respective Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of businessbusiness and (vii) customary restrictions in any industrial revenue bond, (v) restrictions on the transfer of purchase money financing, capital lease or any assets subject to or restrictions on the making of distributions imposed in connection with a Lien other agreement permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesthis Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Except as set forth on Schedule VIII, the Borrowers will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) 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 any Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) other Indebtedness permitted pursuant to Section 10.03, in each case so long as the encumbrances and restrictions 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 BorrowerBorrowers or of any Subsidiary of the Borrowers, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrowers or any of their respective Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The -------------------------------------------------- Borrower will not, and nor will not the Borrower permit Guarantor or any of their respective 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 (x) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement Agreement, the other Credit Documents and the other Loan Cendant Documents, (iii) the provisions contained in the Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vvi) restrictions on any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the transfer properties or assets of any Person, other than the Person or the properties or assets subject of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions on the making of distributions imposed were not created (or made more restrictive) in connection with a Lien permitted by Sections 7.2.3(b)or in anticipation of the respective Permitted Acquisition, (cvii) customary provisions restricting subletting or assignments of leases and/or customary provisions restricting subletting or assignments of leases and/or non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (d)viii) customary provisions restricting the assignment of licensing agreements, and management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (viix) restrictions on transfer imposed on Restricted Subsidiaries applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.13, provided that the restrictions applicable to the respective such Joint -------- Venture are not made worse, or more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (x) any restriction or encumbrance with respect to Properties owned by Restricted Subsidiariesa Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement and (xi) the documentation governing Permitted Debt (other than Permitted Acquired Debt).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Capital Stock or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Credit Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Restricted Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries in the ordinary course of business, (v) any encumbrance or restriction pursuant to an agreement in effect or entered into on the Effective Date as set forth on the Effective Date Officer's Certificate (and all replacements or substitutions thereof on terms not materially more adverse to the Lenders and not materially less favorable or materially more onerous to the Borrower and its Restricted Subsidiaries than those contained the any such agreement on the Effective Date), (vi) customary agreements relating to the transfer of, or the granting of licenses in licenses related to, copyrights, patents or other intellectual property, (vii) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein), (viii) purchase money indebtedness permitted to be incurred under this Credit Agreement, (ix) restrictions on cash or other deposits under bona fide arrangements with customers entered into in the ordinary course of business, (x) Refinancing Indebtedness (provided, that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, take as a whole, than those contained in the agreements governing the Indebtedness being refinanced); (xi) agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Capital Stock other than on a pro rata basis, (xii) with respect to any Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Permitted Indebtedness, or any agreement pursuant to which such Permitted Indebtedness was issued, (xiii) restrictions on the transfer of any asset pending the close of the sale of such asset (xiv) any restriction or encumbrance or the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted Liens not prohibited by Sections 7.2.3(b)Section 9.3 hereof, (c) or (d), xv) encumbrances and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariescontained in the Master Indenture Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Parent or any Subsidiary of their Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective 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 Loan Credit Documents, (iii) the ECA Credit Agreements to the extent applicable, or any refinancing thereof or amendments thereto, and the other ECA Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiaries the Parent in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries which are not more restrictive than those contained in this Agreement for any documents governing any Indebtedness incurred after the Closing Date in accordance with the terms of this Agreement and (vii) the BlueMountain Indebtedness (or with respect to Properties owned by Restricted Subsidiariesany Permitted BlueMountain Refinancing Indebtedness).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent and the Company will not, and will not permit Guarantor or any of their respective the Company’s Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits profits, in each case owned by the Borrower, Guarantor Company or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Company or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective its Subsidiaries that are Borrowers or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective Subsidiariesits Subsidiaries that are Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Effective Date and described on Schedule 10.08, (ii) applicable law, (iiiii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents), (iv) the Priming Term Loan Agreement and the other Priming Term Loan Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in the Priming Term Loan Agreement and the other Priming Term Loan Documents), (iiiv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Company or any of their respective its Subsidiaries, (ivvi) [reserved], (vii) customary provisions restricting assignment assignment, sublicensing or subletting of any licensing or leasing agreement (in which the Company or any of its Subsidiaries is the licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Parent, the Borrower, Guarantor Company or any of their respective its Subsidiaries in the ordinary course of business, (vviii) restrictions on the transfer of any assets subject to asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such asset or Subsidiary, (ix) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bXxxxxxxx 00.00(x), (cx), (x), (x), (x), (x), (x), (x), (x) or (dx); (x) any agreement or instrument in effect at the time any entity becomes a Subsidiary of the Company or any assets are acquired by a Credit Party, 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 and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (xi) restrictions applicable to any joint venture that is a Subsidiary, (xii) customary restrictions on the transfer of joint venture interests, (xiii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred pursuant to Section 10.04, (xiv) customary net worth provisions contained in real property leases entered into by the Company and the Subsidiaries in the ordinary course of business, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and Subsidiaries to meet their ongoing obligations, (xv) any restrictions regarding licenses or sublicenses by the Company and the Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (vixvi) restrictions on transfer imposed on Restricted Subsidiaries any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xv); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to Properties owned by Restricted Subsidiariessuch encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (x) 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 the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) in the case of foregoing clause (x) of this Section 9.10, restrictions or conditions imposed by any agreement relating to Permitted Securitizations if such restrictions or conditions apply only to the Receivables and the Related Assets that are the subject of the Permitted Securitization, (vi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, and (ivvii) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The No Borrower will, and no Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries the other Loan Parties to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any consensual encumbrance or restriction on the ability of any such Subsidiary Loan Party to (xa) pay Dividends dividends or make any other distributions on its Capital Stock Equity Interest owned by any Borrower or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their SubsidiariesLoan Party, or pay any Indebtedness owed to the Borrower, Guarantor any Borrower or any of their respective Subsidiariesother Loan Party, (yb) make loans or advances to the Borrower, Guarantor any Borrower or any of their respective Subsidiaries other Loan Party or (zc) transfer any of its properties or assets to the Borrower, Guarantor any Borrower or any of their respective Subsidiariesother Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawApplicable Laws regulation or order, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries[reserved], (iv) customary provisions restricting subletting, transfer, license or assignment of any lease governing any leasehold interest of any Borrower or any other Loan Party or otherwise relating to the assets subject thereto, (v) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Borrower, Guarantor any Borrower or any of their respective Subsidiaries other Loan Party in the ordinary course Ordinary Course of businessBusiness, (vvi) restrictions on the transfer of any assets subject to asset or Subsidiary pending the close of a permitted sale of such asset or Subsidiary, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(b7.1(c), (cf), (h), (o) or (dp), ; (viii) [reserved]; (ix) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 7.4 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; (x) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the Ordinary Course of Business; (xi) the Prepetition Secured Debt Documents and any agreements governing any Permitted Refinancing thereof; (xii) contractual obligations which exist on the Closing Date and (vito the extent not otherwise permitted by this Section 7.8) are listed on Schedule 7.8(c); (xiii) restrictions binding on a Loan Party at the time such Loan Party first becomes a Loan Party through a joinder to the Loan Documents, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party; (xiv) restrictions on transfer imposed on Restricted Subsidiaries xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and (xv) an agreement effecting a renewal, replacement, refinancing, restructuring and extension of Indebtedness issued, assumed or with respect incurred pursuant to Properties owned by Restricted Subsidiariesan agreement or instrument referred to in clause (i) through (xiv) above; provided that the provisions relating to such encumbrance or restriction contained in any such renewal, replacement, refinancing, restructuring and extension agreement (taken as a whole) are not materially less favorable to the Borrowers or the Lenders than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (i) through (xiv) above.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries (other than Fidata and River Medical) 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 (xa) 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 Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by under Sections 7.2.3(b8.03(k) and (m), (cvi) the Senior Subordinated Notes Documents, (vii) an agreement that has been entered into for the sale or disposition of all or substantially all of the equity interests or property or assets of a Subsidiary; PROVIDED that such restrictions are limited to the Subsidiary that is the subject to such agreement or (dviii) restrictions applicable to any Foreign Subsidiary pursuant to Indebtedness permitted to be incurred pursuant to Section 8.04(i), PROVIDED that such restrictions shall be limited to customary net worth, leverage, cash flow and (vi) other financial ratios applicable to such Foreign Subsidiary, customary restrictions on transfer imposed mergers and consolidations involving such Foreign Subsidiary, customary restrictions on Restricted transactions with affiliates of such Foreign Subsidiary and customary provisions subordinating the payment of intercompany Indebtedness owed by such Foreign Subsidiary to the Borrower or any of its Subsidiaries upon the occurrence of a default in respect of Indebtedness of such Foreign Subsidiary or its Subsidiaries and/or events of insolvency with respect to Properties owned such Foreign Subsidiary or its Subsidiaries; and PROVIDED, FURTHER that in no event shall any Indebtedness incurred by Restricted Subsidiariesa Foreign Subsidiary prohibit such Foreign Subsidiary from making any dividend or other distribution to the Borrower or its Subsidiary or from otherwise making any loan to the Borrower or its Subsidiaries in the absence of a breach by such Foreign Subsidiary of the covenants contained in such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Subject to Section 7.12, the Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) 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 Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer imposed of any asset subject to a Lien permitted by Section 7.01 and (vii) customary restrictions set forth in any joint venture agreement permitted hereunder on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesthe transfer of any asset of the joint venture subject thereto.

Limitation on Certain Restrictions on Subsidiaries. The Each of OFSI, Caterair Holdings and the Borrower will not, and each of Caterair Holdings and the Borrower will not permit Guarantor or any of their its 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 Person to (xa) 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 OFSI, Caterair Holdings, the Borrower or any Subsidiary of Caterair Holdings or the Borrower, Guarantor or any of their Subsidiariesas the case may be, or pay any Indebtedness owed to OFSI, Caterair Holdings, the Borrower or any Subsidiary of Caterair Holdings or the Borrower, Guarantor or any of their respective Subsidiariesas the case may be, (yb) make loans or advances to OFSI, Caterair Holdings, the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries Caterair Holdings or the Borrower or (zc) transfer any of its properties or assets to OFSI, Caterair Holdings, the Borrower or any Subsidiary of Caterair Holdings or the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) the Caterair Credit Agreement and the other Caterair Credit Documents, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest inter- est of OFSI, Caterair Holdings, the Borrower or any Subsidiary of Caterair Holdings or the Borrower, Guarantor or any of their respective Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement license or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, (vvii) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)this Agreement, (c) or (d), and (viviii) restrictions on transfer imposed on Restricted Subsidiaries by any agreement to sell assets to any Person pending the closing of such sale, (ix) restrictions imposed by any joint venture or similar agreement entered into with respect to Properties owned Investments permitted by Restricted Subsidiariesthe terms of this Agreement, (x) restrictions imposed by any Catering Agreement, lease or permit entered into in the ordinary course of business in connection with the operation of a Flight Kitchen on the sale of assets of the Person subject to such Catering Agreement, lease or permit and (xi) any agreement or instrument governing any Indebtedness of a Foreign Subsidiary of the Borrower so long as all Foreign Subsidiaries of the Borrower whose Indebtedness agreements contain such restrictions, in the aggregate, did not account for more than 10% of Combined EBITDA (after giving pro forma effect to the inclusion of any additional Foreign Subsidiary proposing to enter into such an agreement) during the Test Period ending immediately prior to the date of determination thereof.

Limitation on Certain Restrictions on Subsidiaries. The Neither Holdings nor the Borrower will, nor will not, and will not the Borrower permit Guarantor or any of their respective 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 (xa) 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 Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw (including, in the case of the Captive Insurance Company, the New York Insurance Law and the regulations promulgated thereunder), (ii) this Agreement and the other Loan Credit Documents, (iii) the Existing Holdings Note Documents, the Replacement Holdings Note Documents and the Borrower Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (ivv) 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 Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii), (xiii) or (dxiv), and (viviii) restrictions on transfer imposed on Restricted Subsidiaries or encumbrances with respect to Properties owned by Restricted Subsidiariesa Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or other Equity Interests or all or substantially all of the assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement and the other Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 U.S. Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the New Senior Subordinated Notes and the other New Senior Subordinated Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (vvi) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b9.01(iii), (cvii), (viii), (xiv) or (dxvi), and (vivii) restrictions on transfer imposed on Restricted Subsidiaries or any restriction with respect to Properties owned by Restricted Subsidiariesa Subsidiary of the U.S. Borrower imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as the respective sale or disposition is permitted pursuant to Section 9.02, pending the close of such sale or disposition.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will notCreate or otherwise cause or suffer to exist or become effective, and will not or permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer to exist or become effective, directly or indirectly, any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (xa) 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 Borrower or any of their its Subsidiaries, or pay any Indebtedness Debt owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) restrictions on customary provisions restricting the transfer of any assets subject to Liens permitted under Section 5.02(a)(v) or restrictions on (vi), (vi) Existing Debt, (vii) any instrument governing Debt or capital stock of a Person acquired by such Loan Party or any of its Subsidiaries as in effect at the making time of distributions imposed such acquisition (except to the extent such Debt was incurred in connection with a Lien or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties of any Person, other than the Person, or property or assets of the Person (including any Subsidiary of the Person), so acquired, provided that, in the case of Debt, such Debt was permitted by Sections 7.2.3(b)the terms of this Agreement to be incurred, (cviii) refinancings or renewals of Existing Debt permitted under Section 5.02(b)(viii) hereof, (d)ix) customary restrictions in Capitalized Leases, security agreements or mortgages securing Debt of such Loan Party or any of its Subsidiaries to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease, security agreement or mortgage, (x) customary restrictions with respect to an agreement that has been entered into for the sale or disposition of assets or capital stock held by such Loan Party or any of its Subsidiaries, (xi) customary restrictions contained in any agreements or documentation governing Debt permitted under Section 5.02(b)(xi) hereof or governing the issuance of Preferred Stock permitted under Section 5.02(m) hereof, and (vixii) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries(A) the Warrant Agreement, as amended, and (B) the Parent Shareholder Agreement, as amended.

Limitation on Certain Restrictions on Subsidiaries. The U.S. Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor U.S. Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) after the execution and delivery thereof, the New Senior Notes Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor U.S. Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) the Contingent Note, (viii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii), (xviii), (xix) or (dxx), and ; or (vixix) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesany Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to pay dividends or make any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under agreements in effect on the Initial Borrowing Date (and any extensions, refinancings, renewals, amendments, modifications or replacements of such agreements that are not less favorable to the Lenders in any material respect than the agreements in effect on the Initial Borrowing Date) and encumbrances or restrictions existing by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restrictions in leases, licenses and other contracts into the ordinary course of business restricting the assignment, sublicensing or subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiariesthereof, (iv) customary provisions restricting assignment restrictions on the transfer of any licensing agreement or other contract entered into asset pending the close of the sale of such asset, (v) Liens permitted by Section 9.01 that limit the Borrower, Guarantor right of the Borrower or any of their its Subsidiaries to transfer the assets (including Equity Interests) subject to such Liens, (vi) restrictions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any of its Subsidiaries in compliance with this Agreement and existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (vii) restrictions applicable to any joint venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Subsidiaries Investment or Permitted Acquisition, (viii) the Permitted Revolving Credit Facility Documents, (ix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (vx) restrictions on with respect to any Subsidiary of a Borrower and imposed pursuant to an agreement that has been entered into for the transfer sale or disposition of any 100% of the outstanding Equity Interests or all or substantially all of the assets subject of such Subsidiary to or restrictions on the making of distributions imposed in connection with a Lien permitted extent not prohibited by Sections 7.2.3(b)this Agreement, (cxi) restrictions contained in the terms of purchase money obligations or Capitalized Lease Obligations not incurred in violation of this Agreement, provided that such restrictions relate only to the property or assets financed with such Indebtedness, (xii) any other customary provisions arising or agreed to in the ordinary course of business not relating to Indebtedness or Equity Interests that do not individually or in the aggregate (x) detract in any material respect from the value of the assets of the Borrower or any of its Subsidiaries or (d)y) otherwise impair the ability of the Borrower or any of its Subsidiaries to perform their obligations under the Credit Documents, (xiii) any restrictions set forth in any agreement governing any Specified Permitted Indebtedness so long as the restrictions set forth therein are not more restrictive in any material respect than the corresponding provisions in the Credit Documents, and (xiv) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vi) restrictions on transfer imposed on Restricted Subsidiaries above, provided, that the provisions relating to such encumbrance or with restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to Properties owned by Restricted Subsidiariessuch encumbrance or restriction contained in the agreements or instruments referred to in such clause (vi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) 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 Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Indenture and related documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) 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 Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (vvi) 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, (vii) agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date, (viii) any agreement for the sale or disposition of capital stock or assets 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 compliance with Section 10.2, and (ix) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(bSection 10.1(e), (cf) or (dg), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Each Credit Party will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction restric­tion on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions distribu­tions on its Capital Stock capital stock or any other interest Equity Interest or participation partici­pation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer trans­fer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances encum­brances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the BorrowerPulitzer Debt Documents as in effect on the Closing Date, Guarantor or any of their respective in each case so long as such restrictions apply solely to Pulitzer and/or its applicable Subsidiaries, (iv) customary provisions restricting subletting or assign­ment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, (v) custom­ary provisions restricting assignment of any licensing licens­ing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vvii) restric­tions on the trans­fer of any asset pending the close of the sale of such asset, and (viii) restrictions on the transfer trans­fer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(bSection 10.01(iii), (cvi), (vii), (x), (xiv), (xv) or (dxvii), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Neither Magellan nor the Borrower will, nor will not, and will not they permit Guarantor or any of 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 (xa) 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 Magellan or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Magellan or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Magellan or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Magellan or any of their respective 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 Loan Credit Documents, (iii) on or after the delivery thereof, the Permitted Subordinated Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Magellan or any of their respective its Subsidiaries, (ivv) 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 Borrower, Guarantor Magellan or any of their respective its Subsidiaries in the ordinary course of business, (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii), (xiv), (xvii), (xviii), (xix) or (d), xx) and (viviii) customary restrictions on transfer in the respective Subsidiary’s industry imposed on Restricted Subsidiaries or by customers under contractual arrangements entered into in the ordinary course of business with respect to Properties owned by Restricted Subsidiariescash or other deposits or minimum net worth or similar requirements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective 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, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)the sale of such asset, (c) or (d), and (vi) restrictions on the transfer imposed of any asset subject to a Lien permitted by Section 8.01(ii), (iv), (v), (xi) or (xii), (vii) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (viii) any agreement in effect on Restricted Subsidiaries the date of this Agreement, including agreements governing existing Indebtedness, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to Properties owned by Restricted Subsidiariessuch encumbrances or restrictions than those contained in those agreements on the date of this Agreement; and (ix) restrictions contained in any documents documenting Indebtedness of any Foreign Subsidiary permitted hereunder.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective 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 (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement Agreement, the other Credit Documents, the Existing Senior Notes Documents and the other Loan New Senior Notes Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or any other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, (v) any agreement or instrument governing Indebtedness permitted under Section 9.04(vi), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly-Owned Subsidiary of the Borrower existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.05 or a Permitted Acquisition effected in accordance with Section 8.15; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset, (viii) any restriction or encumbrance or the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b9.03(iv), (cv), (vi), (x), (xi), (xii), (xiv) or and (dxv), and (viix) restrictions on transfer imposed on Restricted Subsidiaries the New Domestic Receivables Facility, which encumbrance or with respect restriction is not applicable to Properties owned by Restricted Subsidiariesany Person or the properties or assets of any Person, other than the respective Domestic Receivables Entity.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Borrowers will not, and will not permit Guarantor or any of their respective Subsidiaries the Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, 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 (xa) pay Dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by any of the Borrower, Guarantor Borrowers or any Subsidiary of their Subsidiariesany of the Borrowers, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective Subsidiariesthe Borrowers or a Subsidiary of any of the Borrowers, (yb) make loans or advances to any of the BorrowerBorrowers, Guarantor or any Subsidiary of their respective Subsidiaries any of the Borrowers or (zc) transfer any of its properties or assets to any of the Borrower, Guarantor Borrowers or any Subsidiary of their respective Subsidiariesany of the Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiariesthe Borrowers or such Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries the Borrowers or such Subsidiary in the ordinary course of business, and (v) any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiariesthereto.