Common use of Limitation on Restricted Actions Clause in Contracts

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interests, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(e) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable lawRequirements of Law, (iii) restrictions pursuant to any document or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Instrument governing Indebtedness permitted by this Agreement if Section 7.1(c), provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting on the assignment thereofof or granting of a Lien on a particular lease, (vii) customary provisions sublease, license or contract set forth in joint venture agreements restricting the assignment thereof such lease, sublease, license or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions contract entered into in the ordinary course of business with respect business, (vi) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to Intellectual Property that limit a disposition of property or assets permitted hereunder pending the ability to grant a security interest consummation of such disposition, and (viii) restrictions contained in such Intellectual Propertythe Term Loan Agreement.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any other Credit Party, (c) make loans or advances to any other Credit Party, (d) sell, lease or transfer any of its properties or assets to any other Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents and the PNC Term Loan Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c) so long as any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to a limitation on the property ability of such Person to xxxxx x Xxxx on the asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that Lien so long as any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary non-assignment provisions in leases, licenses licenses, permits and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect business, (vi) obligations that are binding on a Person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, or (vii) customary restrictions contained in an agreement relating to Intellectual Property a Disposition that limit the ability transfer of encumbrances of the property or assets relating to grant a security interest in such Intellectual PropertyDisposition pending consummation thereof so long as any such restriction contained therein relates only to the asset or assets subject to such Disposition.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property (other than Capital Stock in Joint Ventures) to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets Property (other than Capital Stock in Joint Ventures) pursuant to and in accordance with the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable lawthe Subordinated Debt Indenture, as in effect as of the Closing Date, (iii) restrictions applicable law or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessregulation, (iv) any document or instrument governing Indebtedness permitted under Section 8.1, PROVIDED that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Credit Documents, (v) any Permitted Lien or any document or instrument governing any Permitted Lien; provided , PROVIDED that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvii) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests or assets any Property permitted under Section 8.5 pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement customary non-assignment provisions in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrowercontracts, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement the documentation governing or any of evidencing the other Credit Documents, contained in any documents governing any Indebtedness Existing Notes or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions agreements entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyby Foreign Subsidiaries.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person Subsidiary to (a) pay dividends or make any other distributions to any Credit Party the Borrower on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Partythe Borrower, (c) make loans or advances to any Credit Partythe Borrower, (d) sell, lease or transfer any of its properties or assets to any Credit Partythe Borrower, or (e) act as a Guarantor and pledge its assets guarantor of the Borrower pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable law, (iii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ivC) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viiiD) any agreement in effect at the time relating to any Person becomes Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the Borrower; provided that such agreement was not entered into funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person becoming became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the Borrowerlease, (ixii) restrictionsany requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, which are not more restrictive in any material respect including owners other than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness Borrower or other obligations incurred after the Closing Date Subsidiaries, in accordance with this Agreementtheir respective equity interests, and (xiii) customary a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions entered into in the ordinary course of business with respect to Intellectual Property Note Purchase Agreement, provided that limit the ability to grant a security interest in such Intellectual PropertyNote Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. The Credit Parties will notNo Borrower will, nor will they it permit any Subsidiary its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distributions to distribution on any Credit Party on its Equity Interestsof such Person’s capital stock (or other equity interests), (b) pay any Indebtedness or other obligation owed to any Credit PartyBorrower, (c) make loans or advances to any Credit Party, Borrower or (d) sell, lease or transfer any of its properties or assets property to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsBorrower, except for (in respect of any of the matters referred to in clauses (a)‑(di) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit DocumentsAgreement, (ii) those imposed by applicable lawlaws or regulations, (iii) agreements in existence and as in effect on the Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions or conditions imposed by any agreement relating which are not less favorable to purchase money Indebtedness, Capital Leases Whirlpool and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessits Subsidiaries), (iv) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Permitted Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (v) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any Permitted such Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) pursuant to customary restrictions and conditions contained in agreements any agreement relating to the any sale of Equity Interests or assets not prohibited hereunder pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary non-assignment provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertycontracts.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make advances, loans or advances and/or other extensions of credit to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, (d) in the case of any Consolidated Party which is a Joint Venture, to borrow money from and pledge its Property to the Credit Parties in the manner contemplated by Section 7.13, (e) except in the case of any Consolidated Party which is a Joint Venture, (i) pledge its Property (other than Excluded Property) pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (eii) act as a Guarantor and pledge its assets Credit Party pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(e)(i) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Subordinated Note Purchase Agreement and the Subordinated Notes, in each case as in effect as of the Closing Date (or the documents evidencing or governing any other Subordinated Indebtedness issued on comparable terms, including the Subordinated Remarketed Notes to be issued under the Subordinated Note Indenture), (iii) applicable law, (iiiiv) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 8.1(c)(i), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests or assets any Property permitted under Section 8.5 pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vivii) customary non-assignment provisions in leases, licenses and or other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with or (viii) in the case of any Joint Venture which is not a Credit Party in respect of any of the matters referred to Intellectual Property that limit the ability to grant a security interest in clauses (c)-(e) above, restrictions in such Intellectual Property.Person's organizational or governing documents. 100

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Subsidiary Consolidated Party 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 Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets (other than Excluded Property) pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Subordinated Note Indenture and the Senior Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (iiiiv) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 8.1(c) or 8.1(i), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests or assets any Property permitted under Section 8.5 pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, or (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyitems set forth on Schedule 8.11.

Limitation on Restricted Actions. The Credit Parties will notNo Borrower will, nor will they it permit any Subsidiary its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distributions to distribution on any Credit Party on its Equity Interestsof such Person's capital stock (or other equity interests), (b) pay any Indebtedness or other obligation owed to any Credit PartyBorrower, (c) make loans or advances to any Credit Party, Borrower or (d) sell, lease or transfer any of its properties or assets property to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsBorrower, except for (in respect of any of the matters referred to in clauses (a)‑(di) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit DocumentsAgreement, (ii) those imposed by applicable lawlaws or regulations, (iii) agreements in existence and as in effect on the Closing Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions or conditions imposed by any agreement relating which are not less favorable to purchase money Indebtedness, Capital Leases Whirlpool and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessits Subsidiaries), (iv) in connection with any Permitted Lien permitted by Section 7.10 or any document or instrument governing any Permitted such Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) pursuant to customary restrictions and conditions contained in agreements any agreement relating to the any sale of Equity Interests or assets not prohibited hereunder pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, and (vi) customary non-assignment provisions in leasescontracts; provided, licenses further, that for purposes of this Section 7.16, "Subsidiaries" of Whirlpool shall not include Maytag Corporation and other contracts restricting its Subsidiaries for the assignment thereof, (vii) customary provisions in joint venture agreements restricting period commencing with the assignment acquisition thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, by Whirlpool and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyending 30 days thereafter.

Limitation on Restricted Actions. The Credit Parties (a) Borrower will not, nor and will they not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (ai) pay dividends or make any other distributions to any Credit Party Borrower on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (bii) pay any Indebtedness or other obligation owed to any Credit PartyBorrower, (ciii) make loans or advances to any Credit PartyBorrower, (div) sell, lease or transfer any of its properties or assets to any Credit PartyBorrower, or (ev) act as a Guarantor guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(di)-(iv) above) for such encumbrances or restrictions existing under or by reason of (iA) this Agreement and the other Credit Documents, (iiB) applicable lawLegal Requirements, (iiiC) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtedness, leased or acquired in connection therewith or (ivD) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien. (b) Borrower will not, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of will not permit any Subsidiary pending such saleto, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunderdirectly or indirectly, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered enter into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance agreement with this Agreementfinancial covenants or other restrictions on Borrower or such Subsidiary which are more restrictive, and (x) customary restrictions entered into in the ordinary course reasonable determination of business with respect to Intellectual Property that limit Lender, than the ability to grant a security interest in such Intellectual Propertyfinancial covenants and other restrictions contained herein.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person Subsidiary to (a) pay dividends or make any other distributions to any Credit Party the Borrower on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Partythe Borrower, (c) make loans or advances to any Credit Partythe Borrower, (d) sell, lease or transfer any of its properties or assets to any Credit Partythe Borrower, or (e) act as a Guarantor and pledge its assets guarantor of the Borrower pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable law, (iii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ivC) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viiiD) any agreement in effect at the time relating to any Person becomes Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the Borrower; provided that such agreement was not entered into funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person becoming became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the Borrowerlease, (ixii) restrictionsany requirement that a non-wholly-owned Subsidiary make Restricted Payments to all owners of its equity interests, which are not more restrictive in any material respect including owners other than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness Borrower or other obligations incurred after the Closing Date Subsidiaries, in accordance with this Agreementtheir respective equity interests, and (xiii) customary restrictions entered into in a requirement that a Subsidiary give the ordinary course holders of business with respect any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to Intellectual Property that limit the ability pay a dividend to grant a security interest in such Intellectual Propertyits stockholders.

Limitation on Restricted Actions. The Credit Parties Whirlpool will not, nor will they it permit any Subsidiary its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distributions to distribution on any Credit Party on its Equity Interestsof such Person’s capital stock (or other equity interests), (b) pay any Indebtedness or other obligation owed to any Credit Loan Party, (c) make loans or advances to any Credit Party, Loan Party or (d) sell, lease or transfer any of its properties or assets property to any Credit Loan Party, or except for (ei) act as a Guarantor and pledge its assets pursuant to the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit DocumentsAgreement, (ii) those imposed by applicable lawlaws or regulations, (iii) agreements in existence and as in effect on the Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessrefinanced), (iv) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Permitted Subsidiary or becomes a Subsidiary; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (v) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any Permitted such Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) pursuant to customary restrictions and conditions contained in agreements any agreement relating to the any sale of Equity Interests or assets not prohibited hereunder pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary non-assignment provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venturecontracts, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not agreements entered into on or after the Effective Date containing restrictions of a type referred to in contemplation of such Person becoming a Subsidiary of the Borrower, clauses (ixa) restrictions, through (d) above which are not more restrictive in any material respect less favorable to Whirlpool and its Subsidiaries taken as a whole than those contained set forth in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party or any Subsidiary on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit PartyParty (except for waiving or deferring in the ordinary course of business subrogation and reimbursement rights in connection with Guaranty Obligations permitted pursuant to the terms of Section 6.3), (c) make loans or advances to any Credit PartyParty or any Subsidiary, (d) sell, lease or transfer any of its properties or assets to any Credit PartyParty or any Subsidiary, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) the Senior Indenture as in effect on the Effective Date and the Existing Convertible Notes Indenture as in effect on the date of the initial issuance of the Existing Convertible Notes, (v) any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l); provided that (A) such restrictions are limited to the respective Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the equity interests in any Material Foreign Subsidiary) and (B) other than documents governing Indebtedness in an aggregate amount not to exceed $90,000,000 at any one time outstanding, such restrictions will not include any encumbrance or restriction of the types described in clauses (a) – (c) above, (vi) encumbrances or restrictions contained in agreements relating only to one or more Immaterial Subsidiaries, (vii) encumbrance or restriction of any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vviii) customary restrictions and conditions contained any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in agreements relating effect at the time of such acquisition (except to the sale extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of Equity Interests such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Subsidiary pending Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such saleIndebtedness was otherwise permitted to be incurred hereunder, (ix) customary non-assignment provisions in contracts and licenses in respect of such contract or license, as the case may be, entered into in the ordinary course of business, (x) purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions on the property purchased or leased, provided that such restrictions and conditions apply will not include any encumbrance or restriction of the types described in clause (a) – (c) above or, in the case of clause (e), applies only to the Subsidiary assets subject to be sold and such sale is permitted hereunderLiens, (vixi) customary provisions in leasesany agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition, licenses and other contracts restricting the assignment thereof, (viixii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of and other similar agreements applicable to joint ventures constituting Permitted Investments and applicable solely to such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterest or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(e) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and Agreement, the other Credit Documents, Documents and the Series B Credit Agreement; (ii) applicable law, ; (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtedness, constructed or acquired in connection therewith; (iv) any Permitted Lien or customary restrictions and conditions in any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and such encumbrances and restrictions are not created in whole or in part for the purpose of avoiding the restrictions imposed by this Section 6.9; (v) customary restrictions and conditions contained in agreements any agreement relating to Indebtedness incurred pursuant to Section 6.1(h), to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided extent that such restrictions and conditions apply only to are not more restrictive, taken as a whole, than the Subsidiary to be sold and such sale is permitted hereunder, restrictions contained herein; (vi) customary provisions restricting assignment of any agreement entered into in leases, licenses and other contracts restricting the assignment thereof, ordinary course of business; (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person such subsidiary becomes a Subsidiary of the Borrower; provided that Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, Subsidiary; (ixviii) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness restrictions on cash or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions deposits imposed by customers under contracts entered into in the ordinary course of business with respect business; (ix) any restriction on a Subsidiary imposed pursuant to Intellectual Property an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition; (x) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 6.4 pending the consummation of such sale, transfer, lease or other disposition; (xi) any such prohibitions and restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts or obligations referred to in clauses (i) through (x) above, provided that limit the ability to grant a security interest such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such Intellectual Propertycontract or obligation prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Subsidiary to, Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsRestricted Payments, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets (other than Excluded Property) pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above and, solely with respect to the Medium Term Notes and the Medium Term Indenture, clause (e) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) any Junior Financing Documentation, provided that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Subordinated Note Indenture and the Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (iiiiv) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (ivv) the Medium Term Notes and the Medium Term Indenture, (vi) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvii) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests any Property permitted under Section 8.4(b) pending the consummation of such sale or assets of any Subsidiary pending such sale, provided such (viii) customary restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions contained in leases, licenses leases and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties Borrower will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to the Borrower or any Credit Party Subsidiary on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrower or any Credit PartySubsidiary, (c) make loans or advances to the Borrower or any Credit PartySubsidiary, (d) sell, lease or transfer any of its properties or assets to the Borrower or any Credit PartySubsidiary, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(b)(i), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) the Senior Indenture, the Subordinated Indenture and the Second Senior Indenture, as each of the foregoing are in effect on the Closing Date or (v) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any other Credit Party, (c) make loans or advances to any other Credit Party, (d) sell, lease or transfer any of its properties or assets to any other Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c) so long as any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to a limitation on the property ability of such Person to xxxxx x Xxxx on the asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that Lien so long as any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary non-assignment provisions in leases, licenses licenses, permits and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect business, (vi) obligations that are binding on a Person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, or (vii) customary restrictions contained in an agreement relating to Intellectual Property a Disposition that limit the ability transfer of encumbrances of the property or assets relating to grant a security interest in such Intellectual PropertyDisposition pending consummation thereof so long as any such restriction contained therein relates only to the asset or assets subject to such Disposition.

Limitation on Restricted Actions. The No Credit Parties will not, nor will they permit any Subsidiary toParty will, directly or indirectly, nor will it permit its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interestscapital stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge grant Liens on or security interests in its assets pursuant to the Credit Documentsassets, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Fifty Million Credit Agreement and the other Credit Documents (as defined in the Fifty Million Credit Agreement), (iii) applicable law, (iiiiv) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 8.1(d), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property fixed asset or assets securing such Indebtednesspurchased in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests or assets any property permitted under Section 8.5 pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof Amended and Restated Revolving Credit Agreement, dated as of August 29, 1997, between Covance Biotechnology Services Inc. and Bank of America, N.A., formerly NationsBank, N.A or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes Master Lease Agreement, dated as of May 27, 1999, between Chase Equipment Leasing, Inc., a Subsidiary of New York corporation, and the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties Borrower will not, nor will they not permit any Subsidiary to, Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party the Borrower on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Partythe Borrower, (c) make loans or advances to any Credit Partythe Borrower, (d) sell, lease or transfer any of its properties or assets Property to any Credit Partythe Borrower, or (e) act as a Guarantor the Borrower and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Subordinated Note Indenture and the Senior Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (iiiiv) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien or (vvi) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests or assets any Property permitted under Section 7.5 pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interests, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(da)-(e) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable lawRequirements of Law, (iii) restrictions pursuant to any document or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Instrument governing Indebtedness permitted by this Agreement if Section 7.1(c), (h) or (j), provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained on the assignment of or granting of a Lien on a particular lease, sublease, license or contract set forth in agreements relating to such lease, sublease, license or contract entered into in the sale xxxxxxxx xxxxxx xx xxxxxxxx, (xx) restrictions on the pledge of Equity Interests interests in or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to joint ventures contained in the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereofapplicable joint venture agreement, (vii) customary provisions in joint venture agreements restricting restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the assignment thereof or upon the assets consummation of such joint venturedisposition, and (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Revolving Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor (to the extent required by the terms of this Agreement) and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (i) (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable law, (iiiC) restrictions any document or conditions imposed by any agreement relating to instrument governing purchase money Indebtedness, Indebtedness or Capital Leases and other secured Indebtedness permitted by this Agreement if Section 6.1; provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (ivD) with respect to any Permitted Opco Credit Party and its Restricted Subsidiaries, any Lien permitted under the Opco Credit Agreement or any document or instrument governing any Permitted such Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vE) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by a Credit Party or its Restricted Subsidiary and outstanding on such acquisition date or (F) customary restrictions on subletting or assigning leasehold interests of a Credit Party or a Restricted Subsidiary and conditions contained (ii) (in agreements relating to the sale respect of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other matters referred to in clauses (a)-(e) above) for such encumbrances or restrictions existing under or by reason of the Opco Credit Documents, contained Agreement and related credit documents as in any documents governing any Indebtedness or other obligations incurred after effect on the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual PropertyDate.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party or any Subsidiary on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit PartyParty (except for waiving or deferring in the ordinary course of business subrogation and reimbursement rights in connection with Guaranty Obligations permitted pursuant to the terms of Section 6.3), (c) make loans or advances to any Credit PartyParty or any Subsidiary, (d) sell, lease or transfer any of its properties or assets to any Credit PartyParty or any Subsidiary, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) the Senior Indenture as in effect on the Effective Date and the Convertible Notes Indenture as in effect on the date of the initial issuance of the Convertible Notes, (v) any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l); provided that (A) such restrictions are limited to the respective Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the equity interests in any Material Foreign Subsidiary) and (B) other than documents governing Indebtedness in an aggregate amount not to exceed $90,000,000 at any one time outstanding, such restrictions will not include any encumbrance or restriction of the types described in clauses (a) – (c) above, (vi) encumbrances or restrictions contained in agreements relating only to one or more Immaterial Subsidiaries, (vii) encumbrance or restriction of any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time any Person becomes a Subsidiary of such acquisition (except to the Borrower; provided that extent such agreement Indebtedness or Capital Stock was not entered into incurred in connection with or in contemplation of such Person becoming a Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the BorrowerPerson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted to be incurred hereunder, (ix) restrictionscustomary non-assignment provisions in contracts and licenses in respect of such contract or license, which are not more restrictive in any material respect than those contained in this Agreement or any of as the other Credit Documentscase may be, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business, (x) purchase money obligations for property acquired in the ordinary course of business with respect and Capital Lease obligations that impose restrictions on the property purchased or leased, provided that such restrictions will not include any encumbrance or restriction of the types described in clause (a) – (c) above or, in the case of clause (e), applies only to Intellectual Property the assets subject to such Liens, and (xi) any agreement for the sale or other disposition of a Subsidiary that limit the ability to grant a security interest in such Intellectual Propertyrestricts distributions by that Subsidiary pending its sale or other disposition.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterest or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(e) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and Agreement, the other Credit Documents, Documents and the Series A Credit Agreement; (ii) applicable law, ; (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtedness, constructed or acquired in connection therewith; (iv) any Permitted Lien or customary restrictions and conditions in any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and such encumbrances and restrictions are not created in whole or in part for the purpose of avoiding the restrictions imposed by this Section 6.9; (v) customary restrictions and conditions contained in agreements any agreement relating to Indebtedness incurred pursuant to Section 6.1(h), to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided extent that such restrictions and conditions apply only to are not more restrictive, taken as a whole, than the Subsidiary to be sold and such sale is permitted hereunder, restrictions contained herein; (vi) customary provisions restricting assignment of any agreement entered into in leases, licenses and other contracts restricting the assignment thereof, ordinary course of business; (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person such subsidiary becomes a Subsidiary of the Borrower; provided that Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, Subsidiary; (ixviii) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness restrictions on cash or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions deposits imposed by customers under contracts entered into in the ordinary course of business with respect business; (ix) any restriction on a Subsidiary imposed pursuant to Intellectual Property an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition; (x) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 6.4 pending the consummation of such sale, transfer, lease or other disposition; (xi) any such prohibitions and restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts or obligations referred to in clauses (i) through (x) above, provided that limit the ability to grant a security interest such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such Intellectual Propertycontract or obligation prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(e) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable lawRequirements of Law, (iii) restrictions pursuant to any document or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Instrument governing Indebtedness permitted by this Agreement if Section 7.1(c), provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting on the assignment thereofof or granting of a Lien on a particular lease, (vii) customary provisions sublease, license or contract set forth in joint venture agreements restricting the assignment thereof such lease, sublease, license or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions contract entered into in the ordinary course of business with respect business, (vi) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, and (vii) customary restrictions and conditions relating to Intellectual Property that limit a disposition of property or assets permitted hereunder pending the ability to grant a security interest in consummation of such Intellectual Propertydisposition.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Subsidiaries as in agreements relating effect at the time of such acquisition (except to the sale extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of Equity Interests such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (vi) to the extent permitted by Section 6.4(b), any agreement for the sale or other disposition of Capital Stock or assets of a Subsidiary or an agreement entered into for the sale of specified assets that restrict distributions by that Subsidiary pending such sale, provided such restrictions (vii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements (other than with respect to wholly-owned subsidiaries), limited liability company operating agreements (other than with respect to wholly-owned subsidiaries), asset sale agreements, sale-leaseback agreements, stock sale agreements and conditions apply other similar agreements to the extent permitted hereunder entered into with the approval of the board of directors of the Borrower, which limitation is applicable only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting assets that are the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets subject of such joint ventureagreements, (viii) any agreement restrictions in effect at the time any Person becomes a Subsidiary of the Borrowerother Indebtedness incurred in compliance with Section 6.1; provided that such agreement was not entered into restrictions, taken as a whole, are, in contemplation of such Person becoming a Subsidiary the good faith judgment of the Borrower’s board of directors, (ix) restrictions, which are not no more materially restrictive in any material with respect to such encumbrances and restrictions than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (xix) customary restrictions non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with respect past practices and (x) any encumbrances or restrictions imposed by any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to Intellectual Property in clauses (i) through (ix) above; provided, that limit the ability to grant a security interest encumbrances or restrictions in such Intellectual Propertyamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of the Borrower, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancing, exchanges, refunding or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(e) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable lawRequirements of Law, (iii) restrictions pursuant to any document or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Instrument governing Indebtedness permitted by this Agreement if Section 7.1(c) or (h), provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting on the assignment thereofof or granting of a Lien on a particular lease, (vii) customary provisions sublease, license or contract set forth in joint venture agreements restricting the assignment thereof such lease, sublease, license or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions contract entered into in the ordinary course of business with respect business, (vi) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to Intellectual Property that limit a disposition of property or assets permitted hereunder pending the ability to grant a security interest consummation of such disposition, and (viii) restrictions contained in such Intellectual Propertythe Revolving Credit Agreement.

Limitation on Restricted Actions. The Credit Parties will notNo Borrower will, nor will they it permit any Subsidiary its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distributions to distribution on any Credit Party on its Equity Interestsof such Person’s capital stock (or other equity interests), (b) pay any Indebtedness or other obligation owed to any Credit PartyBorrower, (c) make loans or advances to any Credit Party, Borrower or (d) sell, lease or transfer any of its properties or assets property to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsBorrower, except for (in respect of any of the matters referred to in clauses (a)‑(di) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit DocumentsAgreement, (ii) those imposed by applicable lawlaws or regulations, (iii) agreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions or conditions imposed by any agreement relating which are not less favorable to purchase money Indebtedness, Capital Leases Whirlpool and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessits Subsidiaries), (iv) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Permitted Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (v) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any Permitted such Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) pursuant to customary restrictions and conditions contained in agreements any agreement relating to the any sale of Equity Interests or assets not prohibited hereunder pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary non-assignment provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertycontracts.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured instrument governing Indebtedness permitted by this Agreement if hereunder; provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien (v) customary restrictions (A) which exist on the Closing Date and conditions contained in agreements relating (to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and conditions apply only (B) to the Subsidiary to extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, such Contractual Obligations may be sold and set forth in any agreement evidencing any permitted renewal, extension or refinancing of such sale is permitted hereunderIndebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect are binding on a Subsidiary at the time any Person such Subsidiary first becomes a Subsidiary of the Borrower; provided that Company, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, Company; (ixvii) restrictions, which are provisions in Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not more restrictive in any material respect than those contained in this Agreement or any Subsidiaries of the other Credit Documents, contained Company (to the extent the Investment in any documents governing any Indebtedness such Excluded Joint Venture or other obligations incurred after Person is a Permitted Investment) that limit Liens on or transfers of the Closing Date in accordance with this Agreement, and (x) customary restrictions Equity Interests of such joint venture or other Person entered into in the ordinary course of business with business; (viii) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions relate only to Intellectual Property that limit the ability to grant assets (or the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto; (ix) are customary provisions restricting subletting or assignment of any lease governing a security leasehold interest of the Company or any Subsidiary; (x) are customary provisions restricting assignment of any agreement entered into in such Intellectual Propertythe ordinary course of business; and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith), (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (vi) restrictions in joint venture and partnership agreements (other than such existing restrictions contained in the charter documents of ESI), (vii) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, and (viii) restrictions and conditions contained in agreements relating applicable to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided acquired after the date hereof if such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect existed at the time any Person becomes a such Subsidiary of the Borrower; provided that such agreement was acquired, were not entered into created in contemplation anticipation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreementacquisition, and (x) customary restrictions entered into in the ordinary course of business with respect apply solely to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyacquired Subsidiary.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured instrument governing Indebtedness permitted by this Agreement if hereunder; provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien (v) customary restrictions and conditions contained in agreements relating to under the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunderSubordinated Notes, (vi) customary provisions (A) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in leasesan agreement evidencing Indebtedness, licenses and other contracts restricting such Contractual Obligations may be set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the assignment thereof, scope of such Contractual Obligation; (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect are binding on a Subsidiary at the time any Person such Subsidiary first becomes a Subsidiary of the Borrower; provided that Company, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, Company; (ixviii) restrictions, which are provisions in Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not more restrictive in any material respect than those contained in this Agreement or any Subsidiaries of the other Credit Documents, contained Company (to the extent the Investment in any documents governing any Indebtedness such Excluded Joint Venture or other obligations incurred after Person is a Permitted Investment) that limit Liens on or transfers of the Closing Date in accordance with this Agreement, and (x) customary restrictions Equity Interests of such joint venture or other Person entered into in the ordinary course of business with business; (ix) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions relate only to Intellectual Property that limit the ability to grant assets (or the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto; (x) are customary provisions restricting subletting or assignment of any lease governing a security leasehold interest of the Company or any Subsidiary; (xi) are customary provisions restricting assignment of any agreement entered into in such Intellectual Propertythe ordinary course of business; and (xii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c); PROVIDED that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided PROVIDED that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and conditions contained in agreements relating reflected on SCHEDULE 6.9 hereto together with any amendment to such agreement or any replacement agreement thereto (to the sale of Equity Interests extent permitted hereunder) so long as any such amendment or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only replacement agreement is not more disadvantageous to the Subsidiary to be sold and such sale is permitted hereunderCredit Parties or any of their Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on the Closing Date, (vi) customary provisions any encumbrance or restriction with respect to a Subsidiary of the Borrower acquired in leases, licenses and a Permitted Acquisition pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the consummation of such Permitted Acquisition (other contracts restricting the assignment thereofthan Indebtedness issued in contemplation of such Permitted Acquisition), (vii) any such encumbrance or restriction consisting of customary non-assignment provisions in joint venture agreements restricting leases or licenses governing leasehold interests or licenses, as applicable, to the assignment thereof extent such provisions restrict the transfer of the lease or upon the assets of such joint venturelicense, as applicable, (viii) any encumbrance or restriction relating solely to assets to be sold in any Asset Disposition permitted hereunder and arising pursuant to any sale agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of connection with such Person becoming a Subsidiary of the Borrower, Asset Disposition and (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement document or any of the other Credit Documents, contained in any documents agreement governing any Indebtedness permitted by Section 6.1(k) or other obligations incurred after the Closing Date in accordance with this Agreement, and (x6.1(o) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual PropertyForeign Subsidiaries.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured instrument governing Indebtedness permitted by this Agreement if hereunder; provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien (v) customary restrictions (A) which exist on the Closing Date and conditions contained in agreements relating (to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and conditions apply only (B) to the Subsidiary to extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, such Contractual Obligations may be sold and set forth in any agreement evidencing any permitted renewal, extension or refinancing of such sale is permitted hereunderIndebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect are binding on a Subsidiary at the time any Person such Subsidiary first becomes a Subsidiary of the Borrower; provided that Company, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, Company; (ixvii) restrictions, which are provisions in Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not more restrictive in any material respect than those contained in this Agreement or any Subsidiaries of the other Credit Documents, contained Company (to the extent the Investment in any documents governing any Indebtedness such Excluded Joint Venture or other obligations incurred after Person is a Permitted Investment) that limit Liens on or transfers of the Closing Date in accordance with this Agreement, and (x) customary restrictions Equity Interests of such joint venture or other Person entered into in the ordinary course of business with business; (viii) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions relate only to Intellectual Property that limit the ability to grant assets (or the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto; (ix) are customary provisions restricting subletting or assignment of any lease governing a security leasehold interest of the Company or any Subsidiary; (x) are customary provisions restricting assignment of any agreement entered into in such Intellectual Propertythe ordinary course of business; and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith), (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (v) restrictions in joint venture and partnership agreements (other than such existing restrictions contained in the charter documents of ESI), (vi) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, and (vii) restrictions and conditions contained in agreements relating applicable to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided acquired after the date hereof if such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect existed at the time any Person becomes a such Subsidiary of the Borrower; provided that such agreement was acquired, were not entered into created in contemplation anticipation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreementacquisition, and (x) customary restrictions entered into in the ordinary course of business with respect apply solely to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyacquired Subsidiary.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person Subsidiary to (a) pay dividends or make any other distributions to any Credit Party the Borrower on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Partythe Borrower, (c) make loans or advances to any Credit Partythe Borrower, (d) sell, lease or transfer any of its properties or assets to any Credit Partythe Borrower, or (e) act as a Guarantor and pledge its assets guarantor of the Borrower pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (iA) this Agreement and the other Credit Documents, (iiB) applicable law, (iii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ivC) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (vD) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary restrictions and conditions contained non-assignment provisions in agreements relating leases governing leasehold interests to the sale extent such provisions restrict the transfer of Equity Interests the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make dividend or other distribution to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders and (iv) (in respect of the matters referred to in clauses (a) and (d) above) restrictions on sales, leases or transfers of all or substantially all of the assets of any Subsidiary pending such salethat has guaranteed the Borrower’s obligations under the Senior Notes during an event of default thereunder, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided such restrictions and conditions apply only to that the Note Purchase Agreement does not so restrict any Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of that has guaranteed the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of ’s obligations under the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual PropertySenior Notes.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person Subsidiary to (a) pay dividends or make any other distributions to any Credit Party the Borrower on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Partythe Borrower, (c) make loans or advances to any Credit Partythe Borrower, (d) sell, lease or transfer any of its properties or assets to any Credit Partythe Borrower, or (e) act as a Guarantor and pledge its assets guarantor of the Borrower pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable law, (iii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ivC) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viiiD) any agreement in effect at the time relating to any Person becomes Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the Borrower; provided that such agreement was not entered into funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person becoming became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the Borrowerlease, (ixii) restrictionsany requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, which are not more restrictive in any material respect including owners other than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness Borrower or other obligations incurred after the Closing Date Subsidiaries, in accordance with this Agreementtheir respective equity interests, and (xiii) customary a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions entered into in the ordinary course of business with respect to Intellectual Property Note Purchase Agreement, provided that limit the ability to grant a security interest in such Intellectual PropertyNote Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower’s obligations under the Senior Notes.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith), (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (vi) restrictions in joint venture and partnership agreements, (vii) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, (viii) the Senior Unsecured Notes Indenture or other indenture or agreement evidencing Indebtedness permitted under Section 6.1(f), and (ix) restrictions and conditions contained in agreements relating applicable to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided acquired after the date hereof if such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect existed at the time any Person becomes a such Subsidiary of the Borrower; provided that such agreement was acquired, were not entered into created in contemplation anticipation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreementacquisition, and (x) customary restrictions entered into in the ordinary course of business with respect apply solely to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyacquired Subsidiary.

Limitation on Restricted Actions. The Except as is otherwise expressly provided for in this Credit Parties Agreement, Borrower will not, nor will they not permit any Subsidiary to, Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person of its Domestic Subsidiaries to (aA) pay dividends or make any other distributions to any Credit Party Borrower on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (bB) pay any Indebtedness or other obligation owed to any Credit PartyBorrower, (cC) make loans or advances to any Credit PartyBorrower, (dD) sell, lease or transfer any of its properties or assets Property to any Credit Party, Borrower or (eE) act as a Guarantor and pledge its assets Property except pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof except (in respect of any of the matters referred to in clauses (a)‑(da)-(e)(i) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (iiiii) applicable law, (iiiiv) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien or (vvi) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests or assets any Property permitted under Section 8.5 pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only or issue any securities of any nature to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual PropertyPerson.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Subsidiary Consolidated Party to, (a) directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (ai) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (bii) pay any Indebtedness or other obligation owed to any Credit Party, (ciii) make loans or advances to any Credit Party, (div) sell, lease or transfer any of its properties or assets to any Credit Party, or (ev) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(di)-(v) above) for such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable law, (iiiC) restrictions the indenture pursuant to which the Subordinated Notes are issued (as in existence on the Closing Date) or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ivD) any Permitted Lien or any document or instrument governing any Permitted Lien; provided Indebtedness incurred pursuant to Section 8.1(c) or 8.1(g), PROVIDED, HOWEVER, that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; and provided, further, that no such lien shall encumber any of the Consolidated Parties' fee simple owned real property or leasehold assets, or (b) enter into, assume or become subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to any agreement prohibiting or otherwise restricting the sale of Equity Interests creation or assets assumption of any Subsidiary pending Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such saleobligation if security is given for some other obligation, provided such restrictions except (i) pursuant to this Credit Agreement and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained (ii) the indenture pursuant to which the Subordinated Notes are issued (as in any documents governing any Indebtedness or other obligations incurred after existence on the Closing Date in accordance with this Agreement, Date) and (xiii) customary restrictions entered into pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c) or 8.1(g), PROVIDED, HOWEVER, that any such restriction contained therein relates only to the asset or assets constructed or acquired in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyconnection therewith.

Limitation on Restricted Actions. The Credit Parties Borrower will not, nor and will they not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any such Person of its Subsidiaries to (a) pay dividends or make any other distributions to any Credit Party or on its Equity Interestsbehalf of, (b) or to pay any Indebtedness obligation to or other obligation owed on behalf of, or otherwise to any Credit Partytransfer assets or property to or on behalf of, (c) or make or pay loans or advances to any Credit Partyor on behalf of, (d) sell, lease the Borrower or transfer any of its properties or assets to any Subsidiaries, except: (a) restrictions imposed by this Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under Agreement or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that except as set forth in Section 8.9(e) below such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which restrictions are not no more restrictive in any material respect taken as a whole than those contained imposed by this Credit Agreement, (b) restrictions imposed by applicable law, (c) existing restrictions under Existing Indebtedness, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Credit Agreement or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Borrower or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any restriction imposed by Indebtedness incurred under the Bank Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Existing Credit Agreement as of the other Credit Documents, date hereof, (f) restrictions with respect solely to any of the Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (g) restrictions on transfer contained in any documents governing any Indebtedness Purchase Money Indebtedness; provided that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, (h) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions similar agreements entered into in the ordinary course of business business, (i) any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business, (j) any restriction rising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Subsidiary in any manner material to the Borrower or any Subsidiary; and (k) in connection with and pursuant to refinancings or replacements of restrictions imposed pursuant to clauses (a), (c), (d), (e) or (g) or (k) of this Section 8.9 that are not more restrictive than those contained in the Indebtedness being refinanced or replaced or contained in the Indebtedness referred to in clause (a), (c), (d) or (g) of this Section 8.9 (taken as a whole and as in effect on the date of such refinancing or replacement, as the case may be) and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease, contract or license entered into in the ordinary course of business, consistent with industry practice and (b) any asset subject to a Lien which is not prohibited to exist with respect to Intellectual Property that limit such asset pursuant to the ability terms of this Credit Agreement may be subject to grant a security interest in customary restrictions on the transfer or disposition thereof pursuant to such Intellectual PropertyLien.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property (other than Capital Stock in Joint Ventures) to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets Property (other than Capital Stock in Joint Ventures) pursuant to and in accordance with the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable lawthe Subordinated Debt Indentures and Subordinated Notes, as in effect as of the Closing Date, (iii) restrictions applicable law or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessregulation, (iv) any document or instrument governing Indebtedness permitted under Section 8.1, provided that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Credit Documents, (v) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvii) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests or assets any Property permitted under Section 8.5 pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement customary non-assignment provisions in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, contracts or (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions agreements entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyby Foreign Subsidiaries.

Limitation on Restricted Actions. The Credit Parties will notNo Borrower will, nor will they it permit any Subsidiary its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distributions to distribution on any Credit Party on its Equity Interestsof such Person’s capital stock (or other equity interests), (b) pay any Indebtedness or other obligation owed to any Credit PartyBorrower, (c) make loans or advances to any Credit Party, Borrower or (d) sell, lease or transfer any of its properties or assets property to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsBorrower, except for (in respect of any of the matters referred to in clauses (a)‑(di) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit DocumentsAgreement, (ii) those imposed by applicable lawlaws or regulations, (iii) agreements in existence and as in effect on the Amendment Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessrefinanced), (iv) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Permitted Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (v) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any Permitted such Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) pursuant to customary restrictions and conditions contained in agreements any agreement relating to the any sale of Equity Interests or assets not prohibited hereunder pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary non-assignment provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venturecontracts, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not agreements entered into on or after the Effective Date containing restrictions of a type referred to in contemplation of such Person becoming a Subsidiary of the Borrower, clauses (ixa) restrictions, through (d) above which are not more restrictive in any material respect less favorable to Whirlpool and its Subsidiaries taken as a whole than those contained set forth in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties Company will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Loan Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Loan Party, (c) make loans or advances to any Credit Loan Party, (d) sell, lease or transfer any of its properties or assets to any Credit Loan Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsLoan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da) through (d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Loan Documents, (ii) applicable lawApplicable Law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to subsection 7.1(iv), (vii) and (xi), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets property subject to such Permitted Lien, (v) customary restrictions and conditions contained any instrument governing Indebtedness acquired in agreements relating to the sale connection with a Permitted Acquisition, so long as such Indebtedness was not incurred in contemplation of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunderacquisition, (vi) customary non-assignment provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness leases or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions agreements entered into in the ordinary course of business and consistent with respect past practices, (vii) customary restrictions pursuant to Intellectual Property an agreement that limit has been entered into for the ability sale, transfer, lease or other disposition permitted under this Agreement so long as such restrictions apply only to grant a security interest in the property or assets subject to such Intellectual Propertyagreement, and (viii) the Subordinated Debt Documents and the Second Lien Credit Agreement.

Limitation on Restricted Actions. The Credit Parties will not, nor will they not permit any Subsidiary to, Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsRestricted Payments, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, or (e) act as a Guarantor Credit Party and pledge its assets (other than Excluded Property) pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above and, solely with respect to the Medium Term Notes and the Medium Term Indenture, clause (e) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) any Junior Financing Documentation, provided that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Subordinated Note Indenture and the Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (iiiiv) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (ivv) the Medium Term Indenture, as in effect as of the Closing Date, and any document or instrument governing Indebtedness incurred pursuant to Section 8.1(l), (vi) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvii) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests any Property permitted under Section 8.4(b) pending the consummation of such sale or assets of any Subsidiary pending such sale, provided such (viii) customary restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions contained in leases, licenses leases and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties Lead Borrower will not, nor will they it permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) with respect to such Restricted Subsidiary, pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, or (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1; provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured such restriction contained therein are customary for such Indebtedness permitted by this Agreement if such restrictions or conditions apply only to as determined in the property or assets securing such Indebtednessgood faith judgment of the Lead Borrower, (iv) customary provisions in leases, licenses, sub-leases, sub-licenses and contracts restricting assignments thereof or restricting the grant of Liens in such lease, license, sub-lease, sub-license or other contract, (v) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests a Restricted Subsidiary of the Lead Borrower or assets of the Lead Borrower or any Restricted Subsidiary of the Lead Borrower pending such sale, ; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is permitted not prohibited hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement or restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of the Lead Borrower; provided that , so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Lead Borrower, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (ix) restrictionswith respect to clause (d), which are not more restrictive in restrictions or conditions imposed by any material respect than those contained in agreement relating to Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other secured Indebtedness permitted by this Agreement if such restrictions or any of conditions apply only to the other Credit Documents, contained in any documents governing any Indebtedness property or other obligations incurred after the Closing Date in accordance with this Agreementassets securing such Indebtedness, and (x) customary restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertybusiness.

Limitation on Restricted Actions. The Credit Parties will not, nor will they permit any Subsidiary to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person Subsidiary to (a) pay dividends or make any other distributions to any Credit Party the Borrower on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Partythe Borrower, (c) make loans or advances to any Credit Partythe Borrower, (d) sell, lease or transfer any of its properties or assets to any Credit Partythe Borrower, or (e) act as a Guarantor and pledge its assets guarantor of the Borrower pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (iA) this Credit Agreement and the other Credit Documents, (iiB) applicable law, (iii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ivC) any Permitted Lien or any document or instrument governing any Permitted Lien; Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viiiD) any agreement in effect at the time relating to any Person becomes Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the Borrower; provided that such agreement was not entered into funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person becoming became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the Borrowerlease, (ixii) restrictionsany requirement that a non-wholly-owned Subsidiary make Restricted Payments to all owners of its equity interests, which are not more restrictive in any material respect including owners other than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness Borrower or other obligations incurred after the Closing Date Subsidiaries, in accordance with this Agreementtheir respective equity interests, and (xiii) customary a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions entered into in the ordinary course of business with respect to Intellectual Property Note Purchase Agreement, provided that limit the ability to grant a security interest in such Intellectual PropertyNote Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower’s obligations under the Senior Notes.

Limitation on Restricted Actions. The Credit Parties Whirlpool will not, nor will they it permit any Subsidiary its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distributions to distribution on any Credit Party on its Equity Interestsof such Person’s capital stock (or other equity interests), (b) pay any Indebtedness or other obligation owed to any Credit PartyWhirlpool, (c) make loans or advances to any Credit Party, Whirlpool or (d) sell, lease or transfer any of its properties or assets property to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsWhirlpool, except for (in respect of any of the matters referred to in clauses (a)‑(di) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit DocumentsAgreement, (ii) those imposed by applicable lawlaws or regulations, (iii) agreements in existence and as in effect on the Effective Date (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtednessrefinanced), (iv) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Permitted Subsidiary or becomes a Subsidiary; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (v) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any Permitted such Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) pursuant to customary restrictions and conditions contained in agreements any agreement relating to the any sale of Equity Interests or assets not prohibited hereunder pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary non-assignment provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venturecontracts, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not agreements entered into on or after the Effective Date containing restrictions of a type referred to in contemplation of such Person becoming a Subsidiary of the Borrower, clauses (ixa) restrictions, through (d) above which are not more restrictive in any material respect less favorable to Whirlpool and its Subsidiaries taken as a whole than those contained set forth in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. The Credit Parties Company will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Loan Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Loan Party, (c) make loans or advances to any Credit Loan Party, (d) sell, lease or transfer any of its properties or assets to any Credit Loan Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsLoan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da) through (d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Loan Documents, (ii) applicable lawApplicable Law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to subsection 7.1B(iv), (vii), (xi) and (xii), provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets property subject to such Permitted Lien, (v) customary restrictions and conditions contained any instrument governing Indebtedness acquired in agreements relating to the sale connection with a Permitted Acquisition, so long as such Indebtedness was not incurred in contemplation of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunderacquisition, (vi) customary non-assignment provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness leases or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions agreements entered into in the ordinary course of business and consistent with respect past practices, (vii) customary restrictions pursuant to Intellectual Property an agreement that limit has been entered into for the ability sale, transfer, lease or other disposition permitted under this Agreement so long as such restrictions apply only to grant a security interest in the property or assets subject to such Intellectual Propertyagreement, and (viii) the Subordinated Debt Documents and the First Lien Credit Agreement.

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

Limitation on Restricted Actions. The Credit Parties Borrower will not, nor will they not permit any Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Consolidated Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Consolidated Party, (c) make loans or advances to any Credit Consolidated Party, or (d) sell, lease or transfer any of its properties or assets Property (other than Capital Stock in Joint Ventures) to any Credit Consolidated Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and or the other Credit Documents, (ii) applicable lawlaw or regulation, (iii) restrictions any document or conditions imposed by any agreement instrument governing Indebtedness permitted under Section 7.1, provided that either (A) the provisions relating to purchase money Indebtedness, Capital Leases and other secured such encumbrance or restriction contained in such Indebtedness permitted by this Agreement if such restrictions or conditions apply only are no less favorable to the property Borrower, taken as a whole, as determined by the Board of Directors of the Borrower in good faith than the provisions contained in the Opco Credit Agreement Documents or assets securing (B) any encumbrance or restriction contained in such IndebtednessIndebtedness does not affect the Borrower’s ability to make payments of interest and scheduled payments of principal in respect of the Loans, in each case as and when due, as determined by the Board of Directors of the Borrower in good faith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements any agreement relating to the sale of Equity Interests or assets any Property permitted under Section 7.5 pending the consummation of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary non-assignment provisions in leases, licenses and other contracts restricting the assignment thereof, or (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertyby Foreign Subsidiaries.

Limitation on Restricted Actions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(da)-(e) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable lawRequirements of Law, (iii) restrictions pursuant to any document or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Instrument governing Indebtedness permitted by this Agreement if Section 7.1(c), (h) or (j), provided that any such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (v) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting on the assignment thereofof or granting of a Lien on a particular lease, (vii) customary provisions sublease, license or contract set forth in joint venture agreements restricting the assignment thereof such lease, sublease, license or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions contract entered into in the ordinary course of business with respect business, (vi) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to Intellectual Property that limit a disposition of property or assets permitted hereunder pending the ability to grant a security interest in consummation of such Intellectual Propertydisposition, and (viii) the Revolving Credit Agreement.

Limitation on Restricted Actions. The Except for conditions and restrictions existing as of the date hereof and described on SCHEDULE 8.11, the Credit Parties will not, nor will they not permit any Subsidiary Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity InterestsCapital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit DocumentsDocuments or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)‑(da)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) the Senior Subordinated Note documentation as in effect as of the Closing Date, (iii) applicable law, (iiiiv) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 8.1(c), PROVIDED, HOWEVER, that any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply restriction contained therein relates only to the property asset or assets securing such Indebtednessconstructed or acquired in connection therewith, (ivv) any Permitted Lien or any document or instrument governing any Permitted Lien; , provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted LienLien PROVIDED, FURTHER, that no such lien shall encumber any of the Consolidated Parties' fee simple owned real property or leasehold assets, (vvi) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary Asset Dispositions otherwise permitted hereunder pending such sale, provided that such restrictions and conditions apply only to the Subsidiary assets which are to be sold (including the assets of a Subsidiary being sold) and such sale is permitted hereunder, (vivii) customary provisions in leases, licenses and other similar contracts restricting the subletting, assignment or transfer thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ix) restrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of property or asset the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (x) customary restrictions entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertysubject thereof.

Limitation on Restricted Actions. The Credit Parties Borrower will not, nor will they it permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) with respect to such Restricted Subsidiary, pay dividends or make any other distributions to any Credit Party on its Equity InterestsInterests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, or (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)‑(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) restrictions any document or conditions imposed by instrument governing Indebtedness incurred pursuant to Section 6.1; provided that any agreement relating to purchase money Indebtedness, Capital Leases and other secured such restriction contained therein are customary for such Indebtedness permitted by this Agreement if such restrictions or conditions apply only to as determined in the property or assets securing such Indebtednessgood faith judgment of the Borrower, (iv) customary provisions in leases, licenses, sub-leases, sub-licenses and contracts restricting assignments thereof or restricting the grant of Liens in such lease, license, sub-lease, sub-license or other contract, (v) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vvi) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests a Restricted Subsidiary of the Borrower or assets of the Borrower or any Restricted Subsidiary of the Borrower pending such sale, ; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is permitted not prohibited hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement or restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of the Borrower; provided that , so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (ix) restrictionswith respect to clause (d), which are not more restrictive in restrictions or conditions imposed by any material respect than those contained in agreement relating to Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other secured Indebtedness permitted by this Agreement if such restrictions or any of conditions apply only to the other Credit Documents, contained in any documents governing any Indebtedness property or other obligations incurred after the Closing Date in accordance with this Agreementassets securing such Indebtedness, and (x) customary restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in the ordinary course of business with respect to Intellectual Property that limit the ability to grant a security interest in such Intellectual Propertybusiness.