Common use of Limitation on Restrictions Affecting Subsidiaries Clause in Contracts

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets).

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in as security for the case obligations of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted the Borrower under Section 6.1 (Limitation on Liens))the Loan Documents; provided, however, provided that the foregoing shall not apply to (i) restrictions existing under in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement (or by reason in the case of applicable lawDebt of a Person which hereafter becomes a Subsidiary, outstanding on the date such Person becomes a Subsidiary and not created in contemplation of that event) and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced, (ii) customary provisions restricting subletting or assignment of restrictions contained in agreements governing Debt incurred pursuant to Section 5.11(c), (d), (e) and (j) provided that such restrictions are no more restrictive in any lease governing a leasehold interest of material respect than those contained in the Borrower or a Subsidiary of the BorrowerLoan Documents, (iii) customary non-assignment provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessleases, licenses and other contracts, (iv) restrictions in effect on the Initial Closing Date contained in agreements governing Debt incurred by special purpose Subsidiaries in connection with the New Senior Secured Note Indenturefinancing of equipment and other asset acquisitions, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereofprovided that such restrictions only apply to such special purpose Subsidiaries and their respective assets, (v) in the case of non-wholly-owned Subsidiaries, customary restrictions applicable to an acquired entity contained in joint venture or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitionsimilar agreements, and (vi) customary provisions contained restrictions required by applicable law and (vii) restrictions in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary agreements establishing consensual Liens permitted under Section 5.08 with respect to the extent assets subject to such sale is permitted pursuant to Section 6.4 (Sale of Assets)Liens.

Limitation on Restrictions Affecting Subsidiaries. Neither Each of Holdings and the Borrower nor will not, and will not permit any of its their respective Subsidiaries shall enter intoto, directly or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of the Borrower or any Subsidiary of Holdings or the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed toto Holdings, the Borrower or any Subsidiaryof their respective Subsidiaries, (b) make loans or advances to Holdings, the Borrower or any Subsidiaryof their respective Subsidiaries, (c) transfer any of its properties or assets to Holdings, the Borrower or any Subsidiary of their respective Subsidiaries or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Credit Agreement, the other Credit Documents and the Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (h) and (i), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Holdings, the Borrower or any of their respective Subsidiaries, (vi) any agreement relating to Indebtedness incurred by a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) restrictions the extension or continuation of contractual obligations in effect existence on the Initial Closing Date date hereof, PROVIDED that any such encumbrances or restrictions contained in such continuation are no less favorable to the New Senior Secured Note Indenture, Lenders than those encumbrances and restrictions under or pursuant to the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitioncontractual obligations continued hereby, and (viviii) customary provisions contained in an agreement which has been entered into for restrictions imposed under the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary agreements relating to Indebtedness permitted under Section 8.3(b), PROVIDED that such restrictions apply only to the extent property securing such sale is Indebtedness as permitted pursuant to Section 6.4 (Sale of Assets)hereunder.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired acquired, (other than, in e) Guarantee any Debt of the case of clause (c) Borrower or another Subsidiary or (df) abovesuffer to exist any Lien on capital stock or other equity interests issued by it; provided that the following shall be permitted: (i) the Loan Documents, (ii) the agreements governing the Existing Debt as in effect on the Closing Date, (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.20; (iv) agreements with respect to assets subject to consensual Debt secured by Liens permitted under Section 6.1 5.09(b)-(e) containing restrictions on the ability to transfer or grant Liens on the assets securing such Debt; (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (iiv) customary provisions restricting subletting or assignment restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of any lease governing a leasehold interest assets pending the closing of the Borrower or a Subsidiary of the Borrower, (iii) sale and customary non-assignment provisions restricting assignment of any licensing agreement in leases and other contracts entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, ; (ivvi) restrictions the PBGC Settlement Agreement in the form proposed as of the Closing Date; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations no more restrictive than those contained in the instruments governing the Debt described in clauses (i)-(iv) of the definition of Existing Borrower Debt as in effect on the Initial Closing Date; and (viii) from and after the Mandatory Prepayment Release Date, agreements entered into in connection with the refinancing of Existing Debt containing limitations no more restrictive than the Existing Debt refinanced thereby as in effect on the Closing Date or, in the case of any Debt incurred by the Borrower to refinance Existing Debt, containing limitations no more restrictive than those contained in the New Senior Secured Note Indenture, instruments governing the Debt described in clauses (i) - (iv) of the definition of Existing Senior Secured Note Indenture and, so long Borrower Debt as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at on the acquisition thereof by Closing Date; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary and (y) from and after the Mandatory Prepayment Release Date, clause (d) shall be inapplicable to the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)other Subsidiary.

Limitation on Restrictions Affecting Subsidiaries. Neither The Borrower ------------------------------------------------- will not, and will not permit any Subsidiary of the Borrower nor any of its Subsidiaries shall enter intoto, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, to the Borrower or any SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Credit Agreement and the other Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (f) and (l), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) restrictions the extension or continuation of contractual obligations in effect existence on the Initial Closing Date date hereof, provided that any such encumbrances or restrictions contained in such -------- continuation are no less favorable to the New Senior Secured Note Indenture, Lenders than those encumbrances and restrictions under or pursuant to the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitioncontractual obligations continued hereby, and (viviii) customary provisions contained in an agreement which has been entered into for restrictions imposed under the sale or disposition of all or substantially all of agreements relating to Indebtedness permitted under Section 8.3(b), provided that such restrictions apply only to -------- the capital stock or assets of any Subsidiary property giving rise to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)Indebtedness.

Limitation on Restrictions Affecting Subsidiaries. Neither the any Borrower nor any of its Subsidiaries shall (other than any Single Purpose Subsidiary) will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan DocumentsAgreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, the to either Borrower or any Subsidiary, (b) make loans or advances to the either Borrower or any Subsidiary, (c) transfer any of its properties or assets to the either Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower lease or any Subsidiary of the Borrower in the ordinary course of businessother contract, (ivii) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereofimposed by applicable law, (viii) restrictions applicable under any agreement relating to an any property, asset or business acquired entity or its assets in effect by any MGM/Orion Company, which restrictions existed at the acquisition thereof by the Borrower time of acquisition, (iv restrictions with respect solely to a Subsidiary or a Subsidiary Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and not incurred (or modifiedtermination provisions) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of any Subsidiary such Subsidiary, provided that such sale is permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the extent such sale is Liens are permitted pursuant under Section 5.09 hereof, (vi restrictions in effect on the Original Effective Date contained in agreements governing Debt of Foreign Subsidiaries outstanding on the Original Effective Date, and (vi restrictions ("NEW RESTRICTIONS") set forth in replacements of agreements or instruments ("REPLACED AGREEMENTS") containing restrictions described in clauses (iii) or (vi); provided that such New Restrictions are no more restrictive in any material respect than the restrictions set forth in the relevant Replaced Agreement and do not apply to Section 6.4 (Sale of Assets)any additional property or assets.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date date of this Agreement contained in the New Senior Secured Note Subordinated Notes Indenture, the Existing Senior Secured Note Indenture andSubordinated Notes, or any other Debt existing on the Effective Date (and any replacement or refinancing of the foregoing so long as any Existing Subordinated Notes remain outstanding, such restrictions are no more restrictive than those relating to the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereofDebt being refinanced), (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, acquisition and (vi) customary provisions contained restrictions in an any agreement which has been entered into for the sale or disposition of all instrument evidencing Debt permitted by Section 5.10(g) or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 5.10 (Sale of Assetsh).

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan DocumentsAgreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing lease or other contract, (ii) restrictions imposed by applicable law, (iii) restrictions under any agreement entered into relating to any property, asset or business acquired by the Borrower or any Subsidiary of its Subsidiaries, which restrictions existed at the Borrower in the ordinary course time of businessacquisition, (iv) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, with respect solely to a Subsidiary or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or imposed pursuant to a Subsidiary binding agreement (subject only to customary closing conditions and not incurred (or modifiedtermination provisions) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of any Subsidiary such Subsidiary, provided that such sale is permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the extent such sale is Liens are permitted pursuant under Section 5.09 hereof, (vi) restrictions in effect on the date of this Agreement contained in agreements governing Debt of Foreign Subsidiaries outstanding on the date of this Agreement, and (vii) restrictions ("New Restrictions") set forth in replacements of agreements or instruments ("Replaced Agreements") containing restrictions described in clauses (iii) or (vi); provided that such New Restrictions are no more restrictive in any material respect than the restrictions set forth in the relevant Replaced Agreement and do not apply to Section 6.4 (Sale of Assets)any additional property or assets.

Limitation on Restrictions Affecting Subsidiaries. Neither the The Borrower nor shall not, and shall not permit any of its Subsidiaries shall Restricted Subsidiary to, enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, which that prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to, or pay any Indebtedness owed to, to the Borrower or any other Restricted Subsidiary, ; (b) make loans or advances to the Borrower or any Subsidiary, other Restricted Subsidiary or (c) transfer any in the case of its properties or assets to the Borrower or any Subsidiary or (d) Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other thanacquired, in that is or would be required hereunder to be Collateral securing the case obligations of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted the Borrower and the Subsidiary Guarantors under Section 6.1 (Limitation on Liens))the Financing Documents; provided, however, provided that the foregoing shall not apply prohibit any such prohibition or limitation contained in: any document relating to (i) restrictions existing under Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness; any operating lease or by reason Capital Lease, insofar as the provisions thereof limit grants of applicable lawa Security Interest in, (ii) customary provisions restricting subletting or assignment of any lease governing a other assignments of, the related leasehold interest of the Borrower to any other Person; if a Person becomes a Restricted Subsidiary or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered is merged with or into by the Borrower or any Restricted Subsidiary of after the Borrower in the ordinary course of businessClosing Date, (iv) restrictions in effect any agreement that is binding on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary such Person and was not incurred (or modified) entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such acquisitionagreement limits such Person’s ability to take any action described in clause (a), and (vib) customary provisions contained in an agreement which has been entered into for or (c) of this Section, provided that either: such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or such limitation is not applicable to any Person, or the sale or disposition of all or substantially all of the capital stock property or assets of any Subsidiary to Person, other than such Person and its Subsidiaries, or the extent property or assets of such sale is permitted pursuant to Section 6.4 Person and its Subsidiaries (Sale of Assetsincluding after-acquired property and assets).

Limitation on Restrictions Affecting Subsidiaries. Neither Each of Holdings and the Borrower nor will not, and will not permit any of its their respective Subsidiaries shall enter intoto, directly or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of the Borrower or any Subsidiary of Holdings or the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed toto Holdings, the Borrower or any Subsidiaryof their respective Subsidiaries, (b) make loans or advances to Holdings, the Borrower or any Subsidiaryof their respective Subsidiaries, (c) transfer any of its properties or assets to Holdings, the Borrower or any Subsidiary of their respective Subsidiaries or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Credit Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d) and (i), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Holdings, the Borrower or any of their respective Subsidiaries, (vi) any agreement relating to Indebtedness incurred by a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) the extension or continuation of contractual obligations in existence on the date hereof, PROVIDED that any such encumbrances or restrictions contained in such continuation are no less favorable to the Lenders, than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, (viii) restrictions in effect imposed under the agreements relating to Indebtedness permitted under Section 8.3(b), PROVIDED that such restrictions apply only to the property securing such Indebtedness as permitted hereunder and (ix) restrictions imposed on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, transfer of rights under contracts related to sales of Leases or conditional sales made pursuant to Section 8.1(l) so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation guarantees of such acquisition, and (vi) customary provisions Leases do not exceed the dollar limitations contained in an agreement which has been entered into for the sale or disposition of all or substantially all clause (ii) of the capital stock or assets of any Subsidiary to the extent proviso contained in such sale is permitted pursuant to Section 6.4 (Sale of Assets8.1(l).

Limitation on Restrictions Affecting Subsidiaries. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries shall enter intoSubsidiary to, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of the Borrower or any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, to the Borrower or any Subsidiaryof its Subsidiaries, (b) make loans or advances to the Borrower or any SubsidiarySubsidiary thereof, (c) transfer any of its properties or assets to the Borrower or any Subsidiary thereof or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Agreement and the other Credit Documents, (iii) to the extent restricting the disposition of any property serving as security therefor, any agreement relating to Indebtedness permitted pursuant to Section 8.03(b) secured by Liens permitted pursuant to Section 8.02(g), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) the Senior Note Documents, or (vii) the documents or instruments governing the terms of any Indebtedness of any Subsidiary outstanding pursuant to Section 8.03(g) to the extent restricting the payment of dividends or other cash distributions by a Subsidiary to the Borrower or any other Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets).

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower Company nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan DocumentsAgreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, to the Borrower Company or any Subsidiary or to Guarantee any Indebtedness of the Company or any other Subsidiary, (b) make loans or advances to the Borrower Company or any Subsidiary, (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.10); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under imposed by law or by reason of applicable lawpursuant to the Loan Documents, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date date of this Agreement contained in agreements governing Indebtedness outstanding on the date of this Agreement and, if such Indebtedness is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Indebtedness (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the New Senior Secured Note Indentureagreements governing the Indebtedness being renewed, extended or refinanced or (iii) restrictions contained in agreements governing Indebtedness permitted to be incurred after the Existing Senior Secured Note Indenture and, Effective Date pursuant to the terms of this Agreement so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) such restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions are no more restrictive than those contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)Subordinated Indentures.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired acquired, (other than, in e) Guarantee any Debt of the case of clause (c) Borrower or another Subsidiary or (df) above, suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the following shall be permitted: (i) the Loan Documents; (ii) the agreements governing the Debt of the Borrower and its Subsidiaries outstanding on the Restatement Date as in effect on the Restatement Date; (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.17; (iv) agreements with respect to assets subject to consensual Debt secured by Liens permitted under Section 6.1 5.09(b) - (Limitation e) containing restrictions on Liens))the ability to transfer or grant Liens on the assets securing such Debt; provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (iiv) customary provisions restricting subletting or assignment restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of any lease governing a leasehold interest assets pending the closing of the Borrower or a Subsidiary of the Borrower, (iii) sale and customary non-assignment provisions restricting assignment of any licensing agreement in leases and other contracts entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, ; (ivvi) restrictions the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations no more restrictive than those contained in the instruments governing the Senior Notes or the Senior Subordinated Notes as in effect on the Initial Restatement Date; (viii) restrictions existing on the Closing Date contained on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; (ix) customary limitations on the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, activities of a Special Purpose Subsidiary; and (vx) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by agreements between the Borrower or a Subsidiary non-wholly owned Subject Assets Transferee and not incurred the Acquiring Person (or modifiedan affiliate thereof) of an interest in contemplation of such acquisition, non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.17; and provided further that (x) clauses (c) and (vid) customary provisions contained in an agreement which has been entered into for the sale above shall be inapplicable to any Foreign Subsidiary or disposition of all or other Subsidiary conducting substantially all of its operations outside the capital stock or assets of United States, (y) clauses (c), (d) and (e) shall be inapplicable to any Subsidiary Subject Assets Transferee and (z) from and after the Investment Grade Date, clause (d) shall be inapplicable to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)Borrower or any other Subsidiary.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired acquired, (other than, in e) Guarantee any Debt of the case of clause (c) Borrower or another Subsidiary or (df) abovesuffer to exist any Lien on capital stock or other equity interests issued by it; provided that the following shall be permitted: (i) the Loan Documents, (ii) the agreements governing the Existing Debt as in effect on the Closing Date, (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.20; (iv) agreements with respect to assets subject to consensual Debt secured by Liens permitted under Section 6.1 5.09(b) - (Limitation e) containing restrictions on Liens))the ability to transfer or grant Liens on the assets securing such Debt; provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (iiv) customary provisions restricting subletting or assignment restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of any lease governing a leasehold interest assets pending the closing of the Borrower or a Subsidiary of the Borrower, (iii) sale and customary non-assignment provisions restricting assignment of any licensing agreement in leases and other contracts entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, ; (vi) the PBGC Settlement Agreement in the form proposed as of the Closing Date; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations no more restrictive than those contained in the instruments governing the Debt described in clauses (i) - (iv) restrictions of the definition of Existing Borrower Debt as in effect on the Initial Closing Date; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM and (ix) from and after the Mandatory Prepayment Release Date, agreements entered into in connection with the refinancing of Existing Debt containing limitations no more restrictive than the Existing Debt refinanced thereby as in effect on the Closing Date or, in the case of any Debt incurred by the Borrower to refinance Existing Debt, containing limitations no more restrictive than those contained in the New Senior Secured Note Indenture, instruments governing the Debt described in clauses (i) - (iv) of the definition of Existing Senior Secured Note Indenture and, so long Borrower Debt as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at on the acquisition thereof by Closing Date; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary and (y) from and after the Mandatory Prepayment Release Date, clause (d) shall be inapplicable to the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)other Subsidiary.

Limitation on Restrictions Affecting Subsidiaries. Neither the any Borrower nor any of its Subsidiaries shall (other than any Single Purpose Subsidiary) will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan DocumentsAgreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, the to either Borrower or any Subsidiary, (b) make loans or advances to the either Borrower or any Subsidiary, (c) transfer any of its properties or assets to the either Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing lease or other contract, (ii) restrictions imposed by applicable law, (iii) restrictions under any agreement entered into relating to any property, asset or business acquired by any MGM/Orion Company, which restrictions existed at the Borrower or any Subsidiary time of the Borrower in the ordinary course of businessacquisition, (iv) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable with respect solely to an acquired entity or its assets in effect at the acquisition thereof by the Borrower a Subsidiary or a Subsidiary Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and not incurred (or modifiedtermination provisions) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of any Subsidiary such Subsidiary, provided that such sale is permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the extent such sale is Liens are permitted pursuant under Section 5.09 hereof, (vi) restrictions in effect on the Original Effective Date contained in agreements governing Debt of Foreign Subsidiaries outstanding on the Original Effective Date, and (vii) restrictions ("New Restrictions") set forth in replacements of agreements or instruments ("Replaced Agreements") containing restrictions described in clauses (iii) or (vi); provided that such New Restrictions are no more restrictive in any material respect than the restrictions set forth in the relevant Replaced Agreement and do not apply to Section 6.4 (Sale of Assets)any additional property or assets.

Limitation on Restrictions Affecting Subsidiaries. Neither the any Borrower nor any of its Subsidiaries shall (other than any Single Purpose Subsidiary or the Rainbow Subsidiary) will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan DocumentsAgreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, the to either Borrower or any Subsidiary, (b) make loans or advances to the either Borrower or any Subsidiary, (c) transfer any of its properties or assets to the either Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing lease or other contract, (ii) restrictions imposed by applicable law, (iii) restrictions under any agreement entered into relating to any property, asset or business acquired by any MGM/Orion Company, which restrictions existed at the Borrower or any Subsidiary time of the Borrower in the ordinary course of businessacquisition, (iv) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable with respect solely to an acquired entity or its assets in effect at the acquisition thereof by the Borrower a Subsidiary or a Subsidiary Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and not incurred (or modifiedtermination provisions) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of any Subsidiary such Subsidiary, provided that such sale is permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the extent such sale is Liens are permitted pursuant under Section 5.09 hereof, (vi) customary restrictions contained in agreements governing Debt of Foreign Subsidiaries and (vii) restrictions ("New Restrictions") set forth in replacements of agreements or instruments ("Replaced Agreements") containing restrictions described in clause (iii); provided that such New Restrictions are no more restrictive in any material respect than the restrictions set forth in the relevant Replaced Agreement and do not apply to Section 6.4 (Sale of Assets)any additional property or assets.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan DocumentsAgreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement (including, without limitation, the Subordinated Notes) and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the New Senior Secured Note Indentureagreements governing the Debt being renewed, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may beextended or refinanced, or in any Permitted Refinancing thereof, (vii) restrictions applicable to an acquired entity or its assets in effect at the acquisition Acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)Acquisition.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall enter into, or suffer to exist, Enter into any agreement with any Person, Person other than this Agreement or the other Loan Documents, Lenders pursuant hereto which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, Subsidiary or (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) createSubsidiary, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to except (i) prohibitions or restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting agreements and instruments governing or assignment evidencing secured Indebtedness otherwise permitted to be incurred under this Agreement that limits the right of the borrower to (A) dispose of the assets securing such Indebtedness or (B) in the case of any lease governing a leasehold interest of the Borrower Foreign Subsidiary, to make dividends or a Subsidiary of the Borrowerdistributions, (iii) customary provisions restricting assignment prohibitions or restrictions under agreements relating to Acquired Indebtedness and any refinancings thereof, (iv) prohibitions or restrictions with respect to the distribution or dispositions of any licensing agreement assets or property in joint venture and similar agreements entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (ivv) restrictions customary non-assignment provisions in effect on the Initial Closing Date contained leases and other agreements entered into in the New Senior Secured Note Indentureordinary course of business, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary net worth provisions contained in leases and other agreements entered into by a Subsidiary in the ordinary course of business, (vii) customary restrictions with respect to a Subsidiary pursuant to an agreement which that has been entered into for the sale or disposition of all the assets or substantially all stock of such Subsidiary, (viii) (x) any such restrictions existing by reasons of Contractual Obligations listed on Schedule VIII or (y) Contractual Obligations in effect on the capital stock Closing Date affecting Subsidiaries acquired in the UT Automotive Acquisition, (ix) any restrictions on a Special Purpose Subsidiary, (x) restrictions on cash or assets other deposits or net worth provisions under customer and supply agreements entered into in the ordinary course of business, and (xi) any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)restrictions contained in any instrument or agreement that refinances any Indebtedness or other obligations which contains similar restrictions.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall (other than any Single Purpose Subsidiary) will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan DocumentsAgreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, the to Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing lease or other contract, (ii restrictions imposed by applicable law, (ii restrictions under any agreement entered into relating to any property, asset or business acquired by the Borrower or any of its Subsidiaries, which restrictions existed at the time of acquisition, (iv restrictions with respect solely to a Subsidiary of or the Borrower in the ordinary course of business, imposed pursuant to a binding agreement (ivsubject only to customary closing conditions and termination provisions) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of any Subsidiary such Subsidiary, provided that such sale is permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the extent such sale is Liens are permitted pursuant under Section 5.09 hereof , (vi restrictions in effect on the date of this Agreement contained in agreements governing Debt of Foreign Subsidiaries outstanding on the date of this Agreement, and (vi restrictions ("New Restrictions") set forth in replacements of agreements or instruments ("Replaced Agreements") containing restrictions described in clauses (iii) or (vi); provided that such New Restrictions are no more restrictive in any material respect than the restrictions set forth in the relevant Replaced Agreement and do not apply to Section 6.4 (Sale of Assets)any additional property or assets.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower shall not, nor shall it permit Parent or any of its Subsidiaries shall enter intoRestricted Subsidiary to, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any direct or indirect Subsidiary of Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, the to Borrower or any Restricted Subsidiary, ; (b) make loans or advances to the Borrower or any Restricted Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary Restricted Subsidiary; or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessits direct or indirect Subsidiaries, (iv) customary restrictions on dispositions of real property interests found in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as reciprocal easement agreements of Borrower or any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, of its direct or in any Permitted Refinancing thereofindirect Subsidiaries, (v) restrictions applicable any agreement relating to an permitted Indebtedness incurred by a direct or indirect Subsidiary of Borrower prior to the date on which such direct or indirect Subsidiary was acquired entity or its assets in effect at the by Borrower and outstanding on such acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitiondate, and (vi) customary provisions the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in an agreement which has been entered into for the sale such extension or disposition of all continuation are no less favorable to Agent and Lenders than those encumbrances and restrictions under or substantially all of the capital stock or assets of any Subsidiary pursuant to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)contractual obligations so extended or continued.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired acquired, (other than, in e) Guarantee any Debt of the case of clause (c) Borrower or another Subsidiary or (df) above, suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the following shall be permitted: (i) the Loan Documents; (ii) the agreements governing the Existing Debt as in effect on the Restatement Date; (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.20; (iv) agreements with respect to assets subject to consensual Debt secured by Liens permitted under Section 6.1 5.09(b) - (Limitation e) containing restrictions on Liens))the ability to transfer or grant Liens on the assets securing such Debt; provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (iiv) customary provisions restricting subletting or assignment restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of any lease governing a leasehold interest assets pending the closing of the Borrower or a Subsidiary of the Borrower, (iii) sale and customary non-assignment provisions restricting assignment of any licensing agreement in leases and other contracts entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, ; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations no more restrictive than those contained in the instruments governing (x) the Debt described in clauses (i) - (iv) restrictions of the definition of Existing Borrower Debt as in effect on the Initial Restatement Date or (y) the Senior Notes or the Senior Subordinated Notes as in effect on the Restatement Date; (viii) restrictions existing on the Closing Date contained on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; (ix) customary limitations on the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, activities of a Special Purpose Subsidiary; and (vx) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by agreements between the Borrower or a Subsidiary non-wholly owned Subject Assets Transferee and not incurred the Acquiring Person (or modifiedan affiliate thereof) of an interest in contemplation of such acquisition, non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.20; and provided further that (x) clauses (c) and (vid) customary provisions contained in an agreement which has been entered into for the sale above shall be inapplicable to any Foreign Subsidiary or disposition of all or other Subsidiary conducting substantially all of its operations outside the capital stock or assets of United States, (y) clauses (c), (d) and (e) shall be inapplicable to any Subsidiary Subject Assets Transferee and (z) from and after the Mandatory Prepayment Release Date, clause (d) shall be inapplicable to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)Borrower or any other Subsidiary.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Table of Contents Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable lawacquired, (iie) customary provisions restricting subletting or assignment of Guarantee any lease governing a leasehold interest Debt of the Borrower or a another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the following shall be permitted: (i) the Loan Documents; (ii) the agreements governing (x) the Debt of the Borrower, Borrower and its Subsidiaries outstanding on the Closing Date or (iiiy) customary provisions restricting assignment of any licensing agreement Securitization Transactions entered into by the Borrower and its Subsidiaries prior to the Closing Date, in each case as in effect on the Closing Date (the “Existing Restrictions”) and the agreements governing Debt or any Securitization Transactions incurred or entered into after the Closing Date and containing limitations No Less Favorable than the Existing Restrictions; (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.17; (iv) agreements with respect to Debt secured by Liens permitted under Section 5.09(b) through (e) containing restrictions on the ability to transfer or grant Liens on the assets securing such Debt; (v) customary restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business, ; (ivvi) restrictions the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations No Less Favorable than those contained in the instruments governing the Senior Notes or the Senior Subordinated Notes as in effect on the Initial Closing Date; (viii) restrictions existing on the Closing Date contained on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; and (ix) customary limitations on the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, activities of a Special Purpose Subsidiary; and (vx) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by agreements between the Borrower or a Subsidiary non-wholly owned Subject Assets Transferee and not incurred the Acquiring Person (or modifiedan affiliate thereof) of an interest in contemplation of such acquisition, non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.17; and provided further that (x) clauses (c) and (vid) customary provisions contained in an agreement which has been entered into for the sale above shall be inapplicable to any Foreign Subsidiary or disposition of all or other Subsidiary conducting substantially all of its operations outside the capital stock or assets of United States, (y) clauses (c), (d) and (e) shall be inapplicable to any Subsidiary Subject Assets Transferee and (z) from and after the Investment Grade Date, clause (d) shall be inapplicable to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)Borrower or any other Subsidiary.

Limitation on Restrictions Affecting Subsidiaries. Neither Each of Holdings and the Borrower nor will not, and will not permit any of its their respective Subsidiaries shall enter intoto, directly or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of the Borrower or any Subsidiary of Holdings or the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed toto Holdings, the Borrower or any Subsidiaryof their respective Subsidiaries, (b) make loans or advances to Holdings, the Borrower or any Subsidiaryof their respective Subsidiaries, (c) transfer any of its properties or assets to Holdings, the Borrower or any Subsidiary of their respective Subsidiaries or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Credit Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c) and (d), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Holdings, the Borrower or any of their respective Subsidiaries, (vi) any agreement relating to Indebtedness incurred by a Subsidiary of the Borrower, Borrower (iiiother than SMI and its Subsidiaries acquired pursuant to the Acquisition) customary provisions restricting assignment of any licensing agreement entered into prior to the date on which such Subsidiary was acquired by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) restrictions the extension or continuation of contractual obligations in effect existence on the Initial Closing Date date hereof, provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the New Senior Secured Note Indenture, Lenders than those encumbrances and restrictions under or pursuant to the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitioncontractual obligations continued hereby, and (viviii) customary provisions contained in an agreement which has been entered into for restrictions imposed under the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary agreements relating to Indebtedness permitted under Section 8.3(b), provided that such restrictions apply only to the extent property securing such sale is Indebtedness as permitted pursuant to Section 6.4 (Sale of Assets)hereunder.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, the Revolving Documents and the documents governing the Permitted Notes, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, Subsidiary (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement that is permitted under Section 5.10(a) and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive 765748.1 10/9/98 7:17p 47 than those contained in the New Senior Secured Note Indentureagreements governing the Debt being renewed, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, extended or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)refinanced.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower Lyondell nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, the Borrower to Lyondell or any Subsidiary, (b) make loans or advances to the Borrower Lyondell or any Subsidiary, (c) transfer any of its properties or assets to the Borrower Lyondell or any Subsidiary or Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired acquired, (other than, in the case e) Guarantee any Indebtedness of clause (c) Lyondell or another Subsidiary or (df) above, suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the following shall be permitted: (i) the CA Loan Documents; (ii) the agreements governing the Existing Debt as in effect on the Closing Date; (iii) agreements between a JV Subsidiary and another partner or member of Lyondell Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 3.16; (iv) agreements with respect to assets subject to consensual Indebtedness secured by Liens permitted under Section 6.1 3.08(b) - (Limitation e) containing restrictions on Liens))the ability to transfer or grant Liens on the assets securing such Indebtedness; provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (iiv) customary provisions restricting subletting or assignment restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of any lease governing a leasehold interest assets pending the closing of the Borrower or a Subsidiary of the Borrower, (iii) sale and customary non-assignment provisions restricting assignment of any licensing agreement in leases and other contracts entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, ; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by Lyondell containing limitations no more restrictive than those contained in the instruments governing (x) the Indebtedness described in clauses (i) - (iv) restrictions of the definition of Existing Lyondell Debt as in effect on the Initial Closing Date or (y) the Senior Notes or the Senior Subordinated Notes as in effect on the Closing Date; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; (ix) customary limitations on the activities of a Special Purpose Subsidiary, including limitations set forth in the Transaction Documents; and (x) agreements between Lyondell or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an Affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the New Senior Secured Note Indenture, agreements set forth in Schedule 3.16; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary or other Subsidiary conducting substantially all its operations outside the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereofUnited States, (vy) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred clauses (or modifiedc), (d) in contemplation of such acquisition, and (vie) customary provisions contained in an agreement which has been entered into for shall be inapplicable to any Subject Assets Transferee and (z) from and after the sale Investment Grade Date, clause (d) shall be inapplicable to Lyondell or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)other Subsidiary.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries Borrowers shall enter intonot, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any Subsidiary subsidiary of any Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, the to any Borrower or any Subsidiary, subsidiary of Borrower; (b) make loans or advances to the any Borrower or any Subsidiarysubsidiary of any Borrower, (c) transfer any of its properties or assets to the any Borrower or any Subsidiary subsidiary of any Borrower; or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessits subsidiaries, (iv) customary restrictions on dispositions of real property interests found in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as reciprocal easement agreements of any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, Borrower or in any Permitted Refinancing thereofits subsidiary, (v) restrictions applicable any agreement relating to an permitted Indebtedness incurred by a subsidiary of any Borrower prior to the date on which such subsidiary was acquired entity or its assets in effect at the by such Borrower and outstanding on such acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitiondate, and (vi) customary provisions the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in an agreement which has been entered into for the sale such extension or disposition of all continuation are no less favorable to Lender than those encumbrances and restrictions under or substantially all of the capital stock or assets of any Subsidiary pursuant to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)contractual obligations so extended or continued."

Limitation on Restrictions Affecting Subsidiaries. Neither Each of Holdings and the Borrower nor will not, and will not permit any of its their respective Subsidiaries shall enter intoto, directly or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of the Borrower or any Subsidiary of Holdings or the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed toto Holdings, the Borrower or any Subsidiaryof their respective Subsidiaries, (b) make loans or advances to Holdings, the Borrower or any Subsidiaryof their respective Subsidiaries, (c) transfer any of its properties or assets to Holdings, the Borrower or any Subsidiary of their respective Subsidiaries or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Credit Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (h), (i) (as to the relevant Non-Canadian Foreign Subsidiary only), (l) and (n), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Holdings, the Borrower or any of their respective Subsidiaries, (vi) any agreement relating to Indebtedness incurred by a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) the extension or continuation of contractual obligations in existence on the date hereof, provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the Lenders, than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, (viii) restrictions in effect imposed under the agreements relating to Indebtedness permitted under Section 8.3(b), provided that such restrictions apply only to the property securing such Indebtedness as permitted hereunder and (ix) restrictions imposed on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, transfer of rights under contracts related to sales of Leases or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted conditional sales made pursuant to Section 6.4 (Sale of Assets).to

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor and each Guarantor shall not, and shall not permit any of its Subsidiaries shall enter intoSubsidiary to, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any Guarantor or other Subsidiary of Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, the to Borrower or any Subsidiary, Subsidiary of Borrower; (b) make loans or advances to the Borrower or any Subsidiary, Subsidiary of Borrower; (c) transfer any of its properties or assets to the Borrower or any Subsidiary of Borrower; or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessits Subsidiaries, (iv) restrictions customary restric- tions on dispositions of real property interests found in effect on the Initial Closing Date contained in the New Senior Secured Note Indenturereciprocal easement agreements of Borrower, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, Guarantor or in any Permitted Refinancing thereofSubsidiary, (v) restrictions applicable any agreement relating to an acquired entity or its assets in effect at the acquisition thereof permitted Indebtedness incurred by the Borrower or a Subsidiary of Borrower prior to the date on which such Subsidiary was acquired by Borrower and not incurred (or modified) in contemplation of outstanding on such acquisitionacquisition date, and (vi) customary provisions the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in an agreement which has been entered into for the sale such extension or disposition of all continuation are no less favorable to Lender than those encumbrances and restrictions under or substantially all of the capital stock or assets of any Subsidiary pursuant to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)contractual obligations so extended or continued.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)6.1); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date date of this Agreement contained in the New Senior Secured Note Indenture, the Existing Senior Subordinated Notes Indenture, or the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)6.4.

Limitation on Restrictions Affecting Subsidiaries. Neither The Borrower will not, and will not permit any Subsidiary of the Borrower nor any of its Subsidiaries shall enter intoto, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, to the Borrower or any SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Credit Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (f) and (l), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) restrictions the extension or continuation of contractual obligations in effect existence on the Initial Closing Date date hereof, provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the New Senior Secured Note Indenture, Lenders than those encumbrances and restrictions under or pursuant to the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitioncontractual obligations continued hereby, and (viviii) customary provisions contained in an agreement which has been entered into for restrictions imposed under the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary agreements relating to Indebtedness permitted under Section 8.3(b), provided that such restrictions apply only to the extent property giving rise to such sale is permitted pursuant to Section 6.4 (Sale of Assets)Indebtedness.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)5.09); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date date of this Agreement contained in the New Senior Secured Note Subordinated Notes Indenture, the Existing 9 1/4% Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may beExisting 11 1/4% Senior Subordinated Notes Indenture, or any other Debt existing on the Effective Date (and any replacement or refinancing of the foregoing so long as (x) such refinancing is permitted by Section 5.10, (y) the principal amount of such refinancing Debt does not exceed the principal amount of the Debt being refinanced (except for the amount of any premium required to be paid pursuant to the terms of such Debt, plus expenses reasonably incurred by the issuer of such Debt, in any Permitted Refinancing thereofconnection with such replacement or refinancing) and (z) such restrictions are no more restrictive than those relating to the Debt being refinanced), (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, (vi) restrictions in any agreement or instrument evidencing Debt permitted by Section 5.10(f) or 5.10 (g) and (vivii) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)5.07.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents and the Senior Note Documents, which that prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)5.09 ); provided, however, provided that the foregoing shall not apply to (i) restrictions existing in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement that is permitted under or by reason of applicable lawSection 5.10(a), (ii) customary provisions restricting subletting or assignment restrictions contained in agreements governing Debt of any lease governing a leasehold interest Subsidiaries of the Borrower or a Subsidiary of existing at the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary time that such Subsidiaries become Subsidiaries of the Borrower in the ordinary course of business, (ivpursuant to a Business Acquisition permitted pursuant to Section 5.18(b) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and which Debt was not incurred (or modified) in contemplation of such acquisitionBusiness Acquisition and is permitted to be incurred under Section 5.10, and (viiii) customary provisions in any such case, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in an agreement which has been entered into for the sale agreements governing the Debt being renewed, extended or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)refinanced.

Limitation on Restrictions Affecting Subsidiaries. Neither The Borrower ------------------------------------------------- will not, and will not permit any Subsidiary of the Borrower nor any of its Subsidiaries shall enter intoto, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, to the Borrower or any SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Credit Agreement and the other Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (f) and (l), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) restrictions the extension or continuation of contractual obligations in effect existence on the Initial Closing Date date hereof, provided that any such encumbrances or -------- restrictions contained in such continuation are no less favorable to the New Senior Secured Note Indenture, Lenders than those encumbrances and restrictions under or pursuant to the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitioncontractual obligations continued hereby, and (viviii) customary provisions contained in an agreement which has been entered into for restrictions imposed under the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary agreements relating to Indebtedness permitted under Section 8.3(b), provided -------- that such restrictions apply only to the extent property giving rise to such sale is permitted pursuant to Section 6.4 (Sale of Assets)Indebtedness.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable lawacquired, (iie) customary provisions restricting subletting or assignment of Guarantee any lease governing a leasehold interest Debt of the Borrower or a another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the following shall be permitted: (i) the Loan Documents; (ii) the agreements governing (x) the Debt of the Borrower, Borrower and its Subsidiaries outstanding on the Closing Date or (iiiy) customary provisions restricting assignment of any licensing agreement Securitization Transactions entered into by the Borrower and its Subsidiaries prior to the Closing Date, in each case as in effect on the Closing Date (the “Existing Restrictions”) and the agreements governing Debt or any Securitization Transactions incurred or entered into after the Closing Date and containing limitations No Less Favorable than the Existing Restrictions; (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.17; (iv) agreements with respect to Debt secured by Liens permitted under Section 5.09(b) through (e) containing restrictions on the ability to transfer or grant Liens on the assets securing such Debt; (v) customary restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business, ; (ivvi) restrictions the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations No Less Favorable than those contained in the instruments governing the Senior Notes or the Senior Subordinated Notes as in effect on the Initial Closing Date; (viii) restrictions existing on the Closing Date contained on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; and (ix) customary limitations on the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, activities of a Special Purpose Subsidiary; and (vx) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by agreements between the Borrower or a Subsidiary non-wholly owned Subject Assets Transferee and not incurred the Acquiring Person (or modifiedan affiliate thereof) of an interest in contemplation of such acquisition, non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.17; and provided further that (x) clauses (c) and (vid) customary provisions contained in an agreement which has been entered into for the sale above shall be inapplicable to any Foreign Subsidiary or disposition of all or other Subsidiary conducting substantially all of its operations outside the capital stock or assets of United States, (y) clauses (c), (d) and (e) shall be inapplicable to any Subsidiary Subject Assets Transferee and (z) from and after the Investment Grade Date, clause (d) shall be inapplicable to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)Borrower or any other Subsidiary.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower Lyondell nor any of its Subsidiaries shall will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan Documents, Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, the Borrower to Lyondell or any Subsidiary, (b) make loans or advances to the Borrower Lyondell or any Subsidiary, (c) transfer any of its properties or assets to the Borrower Lyondell or any Subsidiary or Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired acquired, (e) Guarantee any Indebtedness of Lyondell or another Subsidiary or (f) suffer to exist any Lien on capital stock or other thanequity interests issued by it; provided that the following shall be permitted: (i) the CA Loan Documents; (ii) the agreements governing (x) the Indebtedness of Lyondell and its Subsidiaries outstanding on August 16, 2006 or (y) Securitization Transactions entered into by Lyondell and its Subsidiaries prior to August 16, 2006, in each case as in effect on August 16, 2006 (the case “Existing Restrictions”) and the agreements governing Indebtedness or Securitization Transactions incurred or entered into after August 16, 2006 and containing limitations No Less Favorable than the Existing Restrictions; (iii) agreements between a JV Subsidiary and another partner or member of clause Lyondell Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 3.16; (civ) or (d) above, agreements with respect to assets subject to consensual Indebtedness secured by Liens permitted under Section 6.1 3.08(b) – (Limitation e) containing restrictions on Liens))the ability to transfer or grant Liens on the assets securing such Indebtedness; provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (iiv) customary provisions restricting subletting or assignment restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of any lease governing a leasehold interest assets pending the closing of the Borrower or a Subsidiary of the Borrower, (iii) sale and customary non-assignment provisions restricting assignment of any licensing agreement in leases and other contracts entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, ; (ivvi) restrictions the PBGC Settlement Agreement; (vii) agreements entered into in connection with Indebtedness incurred by Lyondell containing limitations No Less Favorable than the Senior Notes or the Senior Subordinated Notes as in effect on August 16, 2006; (viii) restrictions existing on the Initial Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; (ix) customary limitations on the activities of a Special Purpose Subsidiary, including limitations set forth in the Transaction Documents; and (x) agreements between Lyondell or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an Affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the New Senior Secured Note Indenture, agreements set forth in Schedule 3.16; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary or other Subsidiary conducting substantially all its operations outside the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereofUnited States, (vy) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred clauses (or modifiedc), (d) in contemplation of such acquisition, and (vie) customary provisions contained in an agreement which has been entered into for shall be inapplicable to any Subject Assets Transferee and (z) from and after the sale Investment Grade Date, clause (d) shall be inapplicable to Lyondell or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assets)other Subsidiary.

Limitation on Restrictions Affecting Subsidiaries. Neither the Each Borrower nor shall not, and shall not permit any of Subsidiary (including Doe Run Cayman and its Subsidiaries shall enter intofor this purpose) to, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any such Subsidiary of a Borrower to (a) pay dividends or make other distributions toon its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Borrower or any Subsidiary of such Borrower, or pay any Indebtedness owed to, the to a Borrower or any Subsidiary, Subsidiary of such Borrower; (b) make loans or advances to the a Borrower or any Subsidiary, Subsidiary of such Borrower; or (c) transfer any of its properties or assets to the a Borrower or any Subsidiary of such Borrower; except in each case for such encumbrances or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of of: (i) applicable law, (ii) this Agreement or the Senior Note Indenture, (iii) customary non-assignment provisions restricting subletting or assignment of any lease governing a leasehold interest of the a Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of businessits Subsidiaries, (iv) restrictions any instruments governing Indebtedness of a Person acquired by a Borrower or its Subsidiaries at the time of 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 its Subsidiaries so acquired, (v) any written agreement existing on the date hereof or amendments or modifications thereto, provided, that, no such agreement shall be modified or amended in such a manner as to make the encumbrance or restriction more restrictive than as in effect on the Initial Closing Date date hereof, (vi) Indebtedness under one or more working capital facilities or other working capital or lease financings or programs entered into by Doe Run Peru and its Subsidiaries from time to time or any refinancings, refundings, replacements or extensions thereof, provided, that, such restrictions do not prohibit payments pursuant to the U.S. Service Agreements or any other intercompany agreements between Doe Run and Doe Run Cayman and its Subsidiaries (including, without limitation, Doe Run Mining and Doe Run Peru), or pursuant to any replacements thereof or pursuant to any comparable agreements thereto, in each case providing for the same or similar payments, and (vii) Indebtedness of Borrowers permitted hereunder or Indebtedness of Doe Run Cayman and its Subsidiaries permitted under the Senior Note Indenture (as in effect on the date hereof); provided, that, as to Indebtedness of Borrowers, such encumbrance or restriction shall be no more restrictive than any encumbrance or restriction contained in this Agreement and as to Indebtedness of Doe Run Cayman and its Subsidiaries, such encumbrance or restriction shall be no more restrictive than any encumbrance or restriction contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long (as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at on the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such sale is permitted pursuant to Section 6.4 (Sale of Assetsdate hereof).

Limitation on Restrictions Affecting Subsidiaries. Neither The Borrower will not, and will not permit any Subsidiary of the Borrower nor any of its Subsidiaries shall enter intoto, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, to the Borrower or any SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Credit Agreement and the other Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c) and (d), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) restrictions the extension or continuation of contractual obligations in effect existence on the Initial Closing Date date hereof, provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the New Senior Secured Note Indenture, Lenders than those encumbrances and restrictions under or pursuant to the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitioncontractual obligations continued hereby, and (viviii) customary provisions contained in an agreement which has been entered into for restrictions imposed under the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary agreements relating to Indebtedness permitted under Section 8.3(b), provided that such restrictions apply only to the extent property giving rise to such sale is permitted pursuant to Section 6.4 (Sale of Assets)Indebtedness.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower Principal Obligor nor any of its Subsidiaries shall (other than any Single Purpose Subsidiary and any Bond Film Sale-Leaseback Company) will enter into, or suffer to exist, any agreement with any Person, other than this Agreement or the other Loan DocumentsAgreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Indebtedness Debt owed to, the Borrower or to any SubsidiaryMGM Company, (b) make loans or advances to the Borrower or any SubsidiaryMGM Company, (c) transfer any of its properties or assets to the Borrower or any Subsidiary MGM Company or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than, in the case of clause (c) or (d) above, than with respect to assets subject to consensual Liens liens permitted under Section 6.1 (Limitation on Liens)5.10); provided, however, provided that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing lease or other contract, (ii) restrictions imposed by applicable law, (iii) restrictions under any agreement entered into relating to any property, asset or business acquired by any MGM Company, which restrictions existed at the Borrower or any Subsidiary time of the Borrower in the ordinary course of businessacquisition, (iv) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, with respect solely to a Subsidiary or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or imposed pursuant to a Subsidiary binding agreement (subject only to customary closing conditions and not incurred (or modifiedtermination provisions) in contemplation of such acquisition, and (vi) customary provisions contained in an agreement which that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of any Subsidiary such Subsidiary, provided that such sale is permitted under Section 5.08(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the extent such sale is Liens are permitted pursuant under Section 5.10 hereof, (vi) customary restrictions contained in agreements governing Debt of Foreign Subsidiaries and (vii) restrictions (“New Restrictions”) set forth in replacements of agreements or instruments (“Replaced Agreements”) containing restrictions described in clause (iii); provided that such New Restrictions are no more restrictive in any material respect than the restrictions set forth in the relevant Replaced Agreement and do not apply to Section 6.4 (Sale of Assets)any additional property or assets.

Limitation on Restrictions Affecting Subsidiaries. Neither The Borrower will not, and will not permit any Subsidiary of the Borrower nor any of its Subsidiaries shall enter intoto, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement encumbrance or the other Loan Documents, restriction which prohibits or limits the ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions to, or pay any Indebtedness owed to, to the Borrower or any SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than, in the case of clause (c) or (d) above, with respect to assets subject to consensual Liens permitted than encumbrances and restrictions arising under Section 6.1 (Limitation on Liens)); provided, however, that the foregoing shall not apply to (i) restrictions existing under or by reason of applicable law, (ii) this Agreement and the other Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d) and (e), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower in the ordinary course of businessand outstanding on such acquisition date, (ivvii) restrictions the extension or continuation of contractual obligations in effect existence on the Initial Closing Date date hereof; provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the New Senior Secured Note Indenture, Lenders than those encumbrances and restrictions under or pursuant to the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of such acquisitioncontractual obligations continued hereby, and (viviii) customary provisions contained in an agreement which has been entered into for restrictions imposed under the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary agreements relating to Indebtedness permitted under Section 8.3(b); provided that such restrictions apply only to the extent property giving rise to such sale is permitted pursuant to Section 6.4 (Sale of Assets)Indebtedness.