Common use of Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge Clause in Contracts

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l) (in the case of agreements permitted by such clause, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent shall not, and shall not permit the Borrower or any of the Restricted Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents, the First Lien Loan Documents and any agreements governing Purchase Money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b),(d),(e), and (in respect of Liens securing Indebtedness permitted under Section 8.1(i) and Section 8.1(k)) (Indebtedness) (in the case of agreements permitted by such clauseclauses, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent shall not, and shall not permit neither the Borrower or nor any of the Restricted its Subsidiaries to, shall (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to as set forth on Schedule 8.10 and in the Loan Documents Credit Documents, the Indenture and any agreements governing Purchase Money Existing Indebtedness and the Foreign Credit Lines, and pursuant to purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b), (c) or (e) (which, in the case of agreements permitted by such clauseclause (e), any prohibition or limitation shall only be effective against the assets financed thereby), and any Permitted Refinancing, the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents Documents, any agreements entered into in connection with a permitted Securitization Program, and any agreements governing Purchase Money purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b) or Section 8.1(d) (Indebtedness) (in the case of agreements permitted by such clausewhich latter case, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Ventureexcept any as set forth on Schedule 8.10, to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations or the Intercompany Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money Indebtedness or purchase money Debt, Capital Lease Obligations or any Permitted Asset-Backed Financing permitted by Section 7.1(l5.04(a)(ii), (iv), (v) or (viii) (provided that, except in the case of agreements permitted by such clausethe Loan Documents, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness Debt owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness Debt or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the No Loan Documents and any agreements governing Purchase Money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l) (in the case of agreements permitted by such clause, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent shall notParty shall, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to (i) pay dividends or make any other distribution or distribution, (ii) transfer of funds or assets to the Borrower or any Subsidiary of the Borrower or (iii) make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.Obligations except:

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l) (in the case of agreements permitted by such clause, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent The Borrowers shall not, and shall not permit the Borrower or any of the Restricted their Subsidiaries to, (ai) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution with respect to its Stock or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the such Borrower or any other Restricted Subsidiary of such Borrower or (bii) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of such Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues Subsidiary of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.Obligations other than:

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b), (d), (k) or (l) (Indebtedness) (in the case of agreements permitted by such clauseclauses, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.. Section 8.11

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and Documents, any agreements governing Purchase Money purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b), (d) or (e) (Indebtedness) (in the case of agreements permitted by such clauseclauses, any prohibition or limitation shall only be effective against the assets financed thereby)) and any agreements governing Permitted Debt or Subordinated Debt, the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l) (in the case of agreements permitted by such clause, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent The Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to (i) pay dividends or make any other distribution or distribution, (ii) transfer of funds or assets to the Borrower or any Subsidiary of the Borrower or (iii) make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.Obligations except:

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to as set forth on Schedule 8.9 and in the Loan Documents Documents, the Indenture and any agreements governing Purchase Money Existing Indebtedness and the Foreign Credit Lines, and pursuant to purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l) (in the case of agreements permitted by such clause, any which prohibition or limitation shall only be effective against the assets financed thereby), the Parent U.S. Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the U.S. Borrower or any other Restricted Subsidiary of the U.S. Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the U.S. Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations. Notwithstanding the foregoing, once the U.S. Borrower obtains an Investment Grade Rating, then the covenants described in this Section 8.9 shall not be in effect.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l) (in the case of agreements permitted by such clause, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent The Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of Amended and Restated Credit Agreement U.S. Concrete, Inc. any kind on the ability of such Restricted Subsidiary to (i) pay dividends or make any other distribution or distribution, (ii) transfer of funds or assets to the Borrower or any Subsidiary of the Borrower or (iii) make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.Obligations except:

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b) or Section 8.1(d) (Indebtedness) (in the case of agreements permitted by such clausewhich latter case, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Ventureexcept any as set forth on Schedule 8.10, to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations or the Intercompany Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents Documents, Qualified Hedging Contracts, and any agreements governing Purchase Money purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b), (f) or (g) (Indebtedness) (in the case of agreements permitted by such clausewhich latter case, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money Indebtedness purchase money Debt or Capital Lease Obligations permitted by Section 7.1(l5.04(a)(ii), (iv) or (v) (in the case of agreements permitted by such clausewhich latter case, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness Debt owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness Debt or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents, the Second Lien Loan Documents and any agreements governing Purchase Money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b),(d),(e), and (in respect of Liens securing Indebtedness permitted under Section 8.1(i),and Section 8.1(k)) (Indebtedness) (in the case of agreements permitted by such clauseclauses, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent shall not, and shall not permit neither the Borrower or nor any of the Restricted its Subsidiaries to, shall (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and Documents, any agreements governing Purchase Money purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b), (d) or (e) (in the case of agreements permitted by such clausewhich latter case, any prohibition or limitation shall only be effective against the assets financed thereby) and as set forth on Schedule 8.9 (Restrictions on Subsidiary Distributions), the Parent such Loan Party shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted any Subsidiary of the Borrower to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b), (d), (e) or (j) (in the case of agreements permitted by such clauseclause (d), any prohibition or limitation shall only be effective against the assets financed or leased thereby), the Parent neither Borrower shall, nor shall not, and shall not they permit the Borrower or any of the Restricted their respective Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower Borrowers or any other Restricted Subsidiary of the Borrowers or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrowers or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrowers to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations, other than Indebtedness permitted by Section 8.1(j).

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents Documents, the Existing Indenture, the Existing Notes and any agreements governing Purchase Money Indebtedness or Capital purchase money Indebtedness, Capitalized Lease Obligations or Permitted Receivables Financing permitted by Section 7.1(l8.1(b), (c), (d) or (i) (Indebtedness) (in the case of agreements permitted by such clauseclauses, any prohibition or limitation shall only be effective against the assets financed therebythereby on customary and market terms, but in any event shall not be effective against the Stock, Stock Equivalents or other Securities of any Securitization Entity), the Parent no Group Member shall not, and shall not permit the Borrower or any of the Restricted Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary Group Member to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary Group Member or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, Group Member to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.. 100 Credit Agreement Affiliated Computer Services, Inc.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1 (Indebtedness) (in the case of agreements permitted by such clauseclauses, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent Borrower shall not, and shall not permit the Borrower or any of the Restricted its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to Subsidiary of the securities, assets and revenues of such Joint Venture, Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents and any agreements governing Purchase Money purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.1(l8.1(b), (d) or (e) (Indebtedness) (in the case of agreements permitted by such clauseclauses, any prohibition or limitation shall only be effective against the assets financed thereby), the Parent shall notno Group Member shall, and shall not permit the Borrower other than as required by law or by any of the Restricted Subsidiaries toGovernmental Authority, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary Group Member or (b) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of any Restricted Subsidiary, other than customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture, Group Member to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.