Common use of Payment Restrictions Affecting Subsidiaries Clause in Contracts

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in and the DIP Term Loan Facility DocumentsRevolving Credit Agreement, (ii) any agreement or instrument evidencing Debt existing on the Petition Conversion Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, ; (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 7.2(e) and (f); provided that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to any agreement evidencing debt permitted Permitted Refinancing, replacements of restrictions that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers restrictions contained in leasesany Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary; (vi) solely with respect to Subsidiaries that are not Guarantors, licensesrestrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, joint venture agreements, purchase existing on the Closing Date; and sale (B) with respect to Subsidiaries created or merger agreements acquired after the Closing Date: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or another Subsidiary; (2) restricting dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Capital Stock of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Capital Stock of such Subsidiary; provided that all restrictions permitted by this clause (vi) shall no longer be permitted in the event any such Subsidiary becomes a Guarantor; (vii) restrictions contained in Debt incurred pursuant to Section 7.2(l) with respect to the borrowers thereunder; and (viii) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar agreements contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; and (viB) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions arising by virtue of any such transfer of, agreement are not materially less favorable to the Loan Parties transfer, option or the Lenders right with respect to such dividend and payment restrictions than those under to, or pursuant to Lien on, any property or assets of the agreement amended, extended, refinanced, renewed Borrower or replacedany Subsidiary.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments Investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any indenture, agreement or instrument evidencing Debt existing on the Petition Datedate hereof and any similar indentures, agreements or instruments that are no more restrictive as to the ability of the Company or its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt than such existing indentures, agreements or instruments, (iii) any agreement in effect at the time a Person first became a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; Company, (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason consisting of customary provisions restricting assignments, licensesassignment, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements licenses and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; , (v) restrictions with respect to any asset pending the close of the sale of such asset, (vi) in securitization transactions any restriction or encumbrance on the transfer of any assets subject to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; Liens permitted by Section 5.02(a)(ii) or (v), or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedapplicable law.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries (as hereinafter defined) to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to (i) declare or pay dividends or other distributions in respect of its equity interests or (ii) repay or prepay any Debt owed to, make loans or advances to, provide guaranties in respect of, or otherwise transfer assets to or make investments invest in, the Borrower or any other Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except , (ia) as provided in this Agreement or in to the DIP Term Loan Facility Documentsextent that such limitation relates solely to the assets encumbered by such Lien, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iiiC) any agreement in effect at the time such Restricted Subsidiary becomes a Person first became a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; , (ivD) such restrictions imposed on the Borrower and its Subsidiaries as a result of approval and settlement terms agreed to in connection with the spin-off from Sprint Nextel and (E) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such leasewith, license or other agreement; (vi) in securitization transactions condition or restriction imposed by, any governmental authority to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms thereof would not have a Material Adverse Effect. “Restricted Subsidiary” means any Subsidiary of the Borrower that owns 1% or more of the Consolidated assets of the Borrower and conditions its Subsidiaries taken as a whole or as to which is attributed 1% or more of any such agreement are not materially less favorable the Consolidated revenues of the Borrower and its Subsidiaries taken as a whole, in each case as determined by reference to the Loan Parties or most recent financial statements of the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedBorrower.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, indirectly enter into or suffer to exist, or permit any of its Subsidiaries a Restricted Subsidiary to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments Investments in, the Borrower Company or any Restricted Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility DocumentsAgreement, (ii) any agreement or instrument evidencing Debt existing on the Petition DateClosing Date (as amended, modified, supplemented or replaced, or subject to a Permitted Refinancing, in each case to the extent such restrictions are not expanded in scope in any material respect), (iii) any agreement in effect at the time a Person first became a Restricted Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any specific property encumbered to secure payment of particular Debt to be sold pursuant to an executed agreement evidencing debt with respect to a Disposition or intellectual property license permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquiredhereunder; (v) restrictions set forth in the documents governing the Term Loan Debt, the Supplemental Letter of Credit Facility Debt, the Convertible Note Debt and in the documents governing other existing Debt as set forth on Schedule 5.02(d); (vi) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to , as the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactionscase may be; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described customary restrictions in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders connection with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedfinancings by Foreign Subsidiaries.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or binding arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions to the Borrower in respect of its equity interests any Subsidiary’s Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer (other than lease) assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Surviving Debt existing as in effect on the Petition Datedate hereof, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; , (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions customary limitations on the disposition or distribution of assets or property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and asset sale or merger agreements agreements, options, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and other similar agreements agreements, which limitation is applicable only to the assets that are the subject of such agreements, (v) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such leasebusiness, license or other agreement; (vi) restrictions contained in securitization transactions Capitalized Leases or agreements relating to purchase money Debt, which restrictions are applicable only to the property so purchased or leased, (vii) customary restrictions in agreements evidencing Debt permitted under Sections 5.02(b)(vii) and 5.02(b)(viii) which restrict such actions by Subsidiaries following an Event of Default thereunder, (viii) restrictions imposed by law or by Governmental Authorities having supervisory authority over any Subsidiary; (ix) restrictions contained in the Wireless RUS Grant and Security Agreement, provided that any such restrictions on the ability of any Subsidiary to declare or pay any dividends or other distributions shall only be permitted hereby to the extent (A) the Wireless RUS Grant and Security Agreement expressly permits West Virginia PCS Alliance, L.C. and NTelos Licenses Inc., collectively, to distribute from time to time no less than the following amounts in the aggregate during the 2012 and 2013 Fiscal Years, respectively: $45,400,000 and $49,200,000, and (B) such restrictions either (1) automatically expire no later than three (3) years following the date of the Wireless RUS Grant and Security Agreement or (2) do not impair the ability of the Loan Parties to pay the Obligations when the same shall become due and (x) as set forth in any Credit Agreement Refinancing Debt and any Permitted Refinancing in respect thereof; provided that such provisions are, in the good faith determination of the Board of Directors of the Borrower, not materially more restrictive than those set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedDocuments.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility DocumentsAgreement, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedreplaced .

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 5.02(b)(v) and (vi); provided, that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to refinancing Debt under Section 5.02(b)(xiii), replacements of restrictions that are not more restrictive than those being replaced and do not apply to any agreement evidencing debt permitted other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; (v) by reason solely with respect to Subsidiaries that are not Guarantors, restrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, existing on the date of customary provisions restricting assignments, licenses, subletting this Agreement; and (B) with respect to Subsidiaries created or other transfers contained in leases, licenses, joint venture agreements, purchase and sale acquired after the date of this Agreement: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or merger agreements another Subsidiary; (2) on dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Equity Interests of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Equity Interests of such Subsidiary; and (vi) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar agreements contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; and (viB) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions arising by virtue of any such transfer of, agreement are not materially less favorable to the Loan Parties transfer, option or the Lenders right with respect to such dividend and payment restrictions than those under to, or pursuant to Lien on, any property or assets of the agreement amended, extended, refinanced, renewed Borrower or replacedany Subsidiary.

Payment Restrictions Affecting Subsidiaries. Directly EnergySolutions or Parent shall not, directly or indirectly, enter into after the Third Amended and Restated Credit Agreement Effective Date or suffer to existexist after the Third Amended and Restated Credit Agreement Effective Date, or permit any of its Subsidiaries Subsidiary (other than a Special Purpose Subsidiary) to enter into after the Third Amended and Restated Credit Agreement Effective Date or suffer to existexist after the Third Amended and Restated Credit Agreement Effective Date, any new agreement or arrangement limiting the ability of any of its such Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower EnergySolutions or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (ia) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iiib) any agreement in effect at the time a Person first became Subsidiary becomes a Subsidiary of the BorrowerSubsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary Subsidiary, (c) restrictions on the transfer of the Borrower; (iv) any agreement evidencing debt asset subject to a Lien permitted by Section 5.02(a)(iii7.2, (d) that imposes restrictions on the property acquired; Additional Permitted Debt, (ve) by reason of customary provisions restricting assignments, licenses, subletting or assignment of any lease governing any leasehold interest of EnergySolutions or any of the Subsidiaries (other transfers contained than in leasesfavor of the Collateral Agent for the benefit of the Secured Parties), licenses, joint venture agreements, purchase and sale (f) customary provisions restricting assignment (other than in favor of the Collateral Agent for the benefit of the Secured Parties) of any licensing agreement (in which EnergySolutions or merger agreements and any of the Subsidiaries is the licensee) or other similar agreements contract entered into by EnergySolutions or any of the Subsidiaries in the ordinary course of business so long as such business, and (g) restrictions do not extend to assets on the transfer (other than those that are in favor of the subject Collateral Agent for the benefit of such lease, license or other agreement; (vithe Secured Parties) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable asset subject to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaceda Lien permitted by Section 7.2.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iii) any agreement or instrument evidencing any Refinancing Debt that extends, refunds or refinances any Surviving Debt, so long as the limitations contained in such Refinancing Debt are no more restrictive than those contained in the Surviving Debt which is refinanced thereby, (iv) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party or Qualifying Subsidiary, (v) any agreement evidencing any Secured Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party or Qualifying Subsidiary (except there may be limitations with respect to Borrower and Parent Guarantor so long as they are no more restrictive than the limitations contained in this Agreement), and (vi) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, Borrower so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 5.02(b)(v) and (vi); provided, that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to refinancing Debt under Section 5.02(b)(xiii), replacements of restrictions that are not more restrictive than those being replaced and do not apply to any agreement evidencing debt permitted other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; and (v) by reason solely with respect to Subsidiaries that are not Guarantors, restrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, existing on the date of customary provisions restricting assignments, licenses, subletting this Agreement; and (B) with respect to Subsidiaries created or other transfers contained in leases, licenses, joint venture agreements, purchase and sale acquired after the date of this Agreement: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or merger agreements another Subsidiary; (2) on dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Equity Interests of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm's length transaction with an unrelated third party; and (vi) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar agreements contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; and (viB) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions arising by virtue of any such transfer of, agreement are not materially less favorable to the Loan Parties transfer, option or the Lenders right with respect to such dividend and payment restrictions than those under to, or pursuant to Lien on, any property or assets of the agreement amended, extended, refinanced, renewed Borrower or replacedany Subsidiary.

Payment Restrictions Affecting Subsidiaries. Directly The Company will not, directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting (other than this Agreement or any other Note Document) that: (a) limits the ability of any of its Subsidiaries (other than any Receivables Financing Subsidiary or the Insurance Subsidiary) to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower Company or any Subsidiary (other than any Receivables Financing Subsidiary or Insurance Subsidiary) of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except the Note Documents, the Bank Facility and the other “Loan Documents” (i) as provided in this Agreement or defined in the DIP Term Loan Facility DocumentsBank Facility), (ii) in each case as in effect on the date of the First Amendment and any other agreement or instrument evidencing governing Debt existing on permitted to be incurred in accordance with Section 10.3; provided that the Petition Daterestrictions related to the payment of dividends and distributions, repayment of Debt, making of loans or other transfer of assets by Subsidiaries included in such other agreement or instrument are no more restrictive than the comparable terms of the Note Documents contained in Sections 10.5 (iiirelating to transfer of assets by Subsidiaries), 10.7 (relating to making of loans by Subsidiaries), 10.8 (relating to payment of dividends and distributions by Subsidiaries) and 10.12 (relating to repayment of Debt by Subsidiaries); and provided, further, that, in the case of any agreement (including any receivables financing agreement) to which a Receivables Financing Subsidiary may be a party or by which it may be bound in effect at the time connection with a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt receivables financing transaction permitted by Section 5.02(a)(iii) that imposes 10.3(c)(viii), such restrictions on related to the property acquired; (v) by reason payment of customary provisions restricting assignmentsdividends and distributions, licensesrepayment of Debt, subletting making of loans or other transfers of assets included in such agreement may be on such terms and conditions as shall be customary for such receivables financing transaction; or (b) prohibits or limits the ability of the Company or any Subsidiary (other than any Receivables Financing Subsidiary or the Insurance Subsidiary) to create, incur, assume or suffer to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure or guaranty, in the case of the Company, its obligations under the Notes and the other Note Documents or, in the case of any Subsidiary Guarantor, its obligations under the Subsidiary Guaranty Agreement and the other Note Documents, other than (a) customary restrictions contained in leasesthe Bank Facility and the Cavalier Credit Agreement, licensesin each case, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those on terms that are consistent with, or not materially more restrictive than the restrictions set forth herein and (b) any negative pledge or restriction incurred or provided in favor of any holder of indebtedness permitted under Section 10.3(c)(iii), (iv), (vii) or (viii) or Section 10.9 solely to the extent any such negative pledge or restriction relates to the property financed by or the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedindebtedness.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting (other than this Agreement or any other Loan Document) that: (i) limits the ability of any of its Subsidiaries (other than any Receivables Financing Subsidiary or Insurance Subsidiary) to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary (other than any Receivables Financing Subsidiary or Insurance Subsidiary) of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except the Loan Documents, the Note Purchase Agreement, (iany Permitted Junior Refinancing Debt or Debt permitted under Section 5.02(b)(i)(D)(ii)) as and any other agreement or instrument governing Debt permitted to be incurred in accordance with Section 5.02(b); provided that the restrictions related to the payment of dividends and distributions, repayment of Debt, making of loans or other transfer of assets by Subsidiaries included in this Agreement such other agreement or instrument are no more restrictive than the comparable terms of the Loan Documents contained in Sections 5.02(e) (relating to transfer of assets by Subsidiaries), 5.02(f) (relating to making of loans by Subsidiaries), 5.02(g) (relating to payment of dividends and distributions by Subsidiaries) and 5.02(k) (relating to repayment of Debt by Subsidiaries); and provided further that, in the DIP Term Loan Facility Documentscase of any agreement (including any receivables financing agreement) to which a Receivables Financing Subsidiary may be a party or by which it may be bound in connection with a receivables financing transaction permitted by Section 5.02(b)(iii)(H), such restrictions related to the payment of dividends and distributions, repayment of Debt, making of loans or other transfers of assets included in such agreement may be on such terms and conditions as shall be customary for such receivables financing transaction; or (ii) prohibits or limits the ability of Borrower or any agreement of its Subsidiaries (other than any Receivables Financing Subsidiary and the Insurance Subsidiary) to create, incur, assume or instrument evidencing Debt existing suffer to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure or guarantee the Obligations, other than (A) customary restrictions contained in the Note Purchase Agreement and the Cavalier Credit Agreement, in each case, on terms that are consistent with, or not materially more restrictive than the Petition Date, restrictions set forth herein and (iiiB) any agreement negative pledge or restriction incurred or provided in effect at favor of any holder of indebtedness permitted under Sections 5.02(b)(iii)(C), 5.02(b)(iii)(D), 5.02(b)(iii)(G), 5.02(b)(iii)(H) or Section 5.02(h) solely to the time a Person first became a Subsidiary of the Borrower, so long as extent any such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on negative pledge or restriction relates to the property acquired; (v) financed by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedindebtedness.

Payment Restrictions Affecting Subsidiaries. Directly EnergySolutions or Parent shall not, directly or indirectly, enter into after the Agreement Date or suffer to existexist after the Agreement Date, or permit any of its Subsidiaries Subsidiary (other than a Special Purpose Subsidiary) to enter into after the Agreement Date or suffer to existexist after the Agreement Date, any new agreement or arrangement limiting the ability of any of its such Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower EnergySolutions or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (ia) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iiib) any agreement in effect at the time a Person first became Subsidiary becomes a Subsidiary of the BorrowerSubsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary Subsidiary, (c) restrictions on the transfer of the Borrower; (iv) any agreement evidencing debt asset subject to a Lien permitted by Section 5.02(a)(iii7.2, (d) that imposes restrictions on the property acquired; Additional Permitted Debt, (ve) by reason of customary provisions restricting assignments, licenses, subletting or assignment of any lease governing any leasehold interest of EnergySolutions or any of its respective Subsidiaries (other transfers contained than in leasesfavor of the Collateral Agent for the benefit of the Secured Parties), licenses, joint venture agreements, purchase and sale (f) customary provisions restricting assignment (other than in favor of the Collateral Agent for the benefit of the Secured Parties) of any licensing agreement (in which EnergySolutions or merger agreements and any of its respective Subsidiaries is the licensee) or other similar agreements contract entered into by EnergySolutions or any of its respective Subsidiaries in the ordinary course of business so long as such business, and (g) restrictions do not extend to assets on the transfer (other than those that are in favor of the subject Collateral Agent for the benefit of such lease, license or other agreement; (vithe Secured Parties) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable asset subject to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaceda Lien permitted by Section 7.2.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries (other than an Immaterial Subsidiary) (x) to create or permit to exist any Lien on any of its property or assets, or (y) to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether including through a covenant restricting dividends, loans, asset transfers or investments, investments or a financial covenant or otherwisewhich has the effect thereof), other than an Immaterial Subsidiary, except (i) as provided restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement (A) imposed or binding upon Eagle New Media Investments, LLC, Eagle Publishing Investments, LLC, or any Subsidiary established to insure risks of the Borrower and its Subsidiaries, including, without limitation, Multimedia Insurance Company or (B) listed on Schedule 5.02(d) hereof, and in effect on the date hereof (including this Agreement Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations conditions and prohibitions are no more restrictive than those set forth in the DIP Term Loan Facility Documentssuch existing indentures, agreements or instruments (including this Agreement), (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason consisting of customary provisions restricting assignments, licensesassignment, subletting or other transfers contained in leases, licenses, licenses and joint venture agreements, purchase and sale or merger agreements ventures and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license license, joint venture or other agreement; , (iii) restrictions with respect to any asset or Subsidiary of the Company pending the close of the sale of such asset or such Subsidiary, (iv) any restriction or encumbrance on the transfer of any assets subject to the Liens permitted by Section 5.02(a), (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any agreement or instrument in securitization transactions to effect at the extent set forth in time a Person first became a Subsidiary of the documents evidencing Borrower or the date such transactions agreement or instrument is otherwise assumed by the Borrower or any of its Subsidiaries, so long as such restrictions do agreement or instrument was not extend to assets other than those that are the subject entered into in contemplation of such securitization transactions; Person becoming a Subsidiary of the Borrower or such assumption, and (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described instrument entered into in connection with the foregoing clauses; provided, however, that the terms and conditions sale or financing of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.accounts receivable

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Revolving Credit Borrower or any Subsidiary of the Revolving Credit Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Surviving Debt or Debt permitted under 5.02(b) existing on the Petition DateEffective Date (including the Park Place Facility), (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Revolving Credit Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Revolving Credit Borrower; , (iv) any restrictions with respect to any Subsidiary of the Revolving Credit Borrower imposed pursuant to an agreement evidencing debt permitted which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(a)(iii) that imposes restrictions on the property acquired; 5.02(e), (v) any restrictions with respect to any Subsidiary of the Revolving Credit Borrower that is not a Loan Party, all or substantially all of whose assets consist of property encumbered by reason of customary provisions restricting assignmentsLiens permitted under subsection 5.02(a), licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or imposed by applicable laws, (vii) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (viii) restrictions under Permitted Construction Financing or Mortgage Financing incurred by Subsidiaries of the Revolving Credit Borrower that are not Loan Parties, and (ix) any restrictions existing under any agreement that amends, extends, refinances, renews refinances or replaces any agreement described in containing restrictions permitted under the foregoing clauses; providedpreceding clauses (i) through (viii), however, provided that the terms and conditions of any such agreement agreement, as they relate to any such restrictions, are not materially no less favorable to General Partner, the Loan Parties or the Lenders with respect to Borrowers and such dividend and payment restrictions Subsidiaries, as applicable, taken as a whole, than those under or pursuant to the agreement so amended, extended, refinanced, renewed refinanced or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility DocumentsAgreement, (ii) any agreement or instrument evidencing Debt existing on the Petition Amendment Effective Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; or (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Material Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Material Subsidiaries (x) to create or permit to exist any Lien on any of its property or (y) to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Material Subsidiary of the Borrower Company (whether including through a covenant restricting dividends, loans, asset transfers or investments, investments or a financial covenant or otherwisewhich has the effect thereof), except (i) as provided in this Agreement or in restrictions, limitations, conditions and prohibitions existing on the DIP Term Loan Facility DocumentsEffective Date, (ii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement or instrument evidencing Debt existing on the Petition DateEffective Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations conditions and prohibitions are no more restrictive than those set forth in such existing indentures, agreements or instruments, (iii) any agreement in effect at the time a Person first became a Material Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Material Subsidiary of the Borrower; Company, (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason consisting of customary provisions restricting assignments, licensesassignment, subletting or other transfers contained in leases, licenses, licenses and joint venture agreements, purchase and sale or merger agreements ventures and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license license, joint venture or other agreement; , (v) restrictions with respect to any asset or Subsidiary of the Company pending the close of the sale of such asset or such Subsidiary, (vi) in securitization transactions any restriction or encumbrance on the transfer of any assets subject to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or Liens permitted by Section 5.02(a), (vii) any agreement that amendsrestriction or encumbrance imposed by applicable law, extendsregulation, refinancescourt order, renews rule or replaces any agreement described in decree (including at the foregoing clauses; provided, however, that the terms and conditions direction of any such agreement are not materially less favorable to regulatory agency or department), or (viii) restrictions, limitations, conditions and prohibitions imposed in respect of the Loan Parties types of assets subject to, and any other restrictions consisting of customary provisions in connection with, any Third-Party Vendor Financing Program or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedany Qualified Receivables Transaction.

Payment Restrictions Affecting Subsidiaries. Directly (i) Except as provided below, the Company shall not, and shall cause its Subsidiaries not to, create or indirectly, enter into or suffer to exist, otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to: (A) pay dividends or make any other distributions on any Capital Stock of any Subsidiary of the Company or its Subsidiaries; (B) pay any Indebtedness or other obligation owed to the Company or any of its Subsidiaries; (C) make loans or advances to the Company or any of its Subsidiaries; or (D) sell, lease or transfer any of its property or assets to the Company or any of its Subsidiaries; provided that, for the avoidance of doubt, the following shall not be deemed to constitute such an encumbrance or restriction: (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock; (2) the subordination of loans or advances made to the Company or any of its Subsidiaries to enter into other Indebtedness Incurred by the Company or suffer to exist, any agreement of its Subsidiaries; and (3) the provisions contained in documentation governing Indebtedness requiring transactions between or arrangement limiting among the ability of Company and any of its Subsidiaries or between or among any Subsidiaries of the Company to declare be on fair and reasonable terms or pay dividends on an arm’s length basis. (ii) The provisions of Section 10(u)(i) do not apply to any encumbrances or other distributions restrictions: (A) existing in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances toagreements as in effect on the Issuance Date, or otherwise transfer assets to or make investments inin the Notes, the Borrower Guarantees, the Security Documents, or under any Senior Note Indenture Indebtedness of the Company or any Subsidiary Pledgor, and any extensions, refinancings, renewals or replacements of any of the Borrower (whether through foregoing agreements; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a covenant restricting dividendswhole, loans, asset transfers are no more restrictive in any material respect to the Holders than those encumbrances or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (B) existing under or by reason of applicable law, rule, regulation or order; (C) with respect to any Person or the property or assets of such Person acquired by the Company or any Subsidiary, existing at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was acquisition and not entered into solely incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming so acquired, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a Subsidiary of whole, are no more restrictive in any material respect to the Borrower; Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iiiD) that imposes restrictions on otherwise would be prohibited by the property acquired; (vprovision described in Section 10(u)(i)(D) by reason of customary provisions restricting assignmentsif they arise, licensesor are agreed to, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, howeverand, that (i) restrict in a customary manner the terms and conditions subletting, assignment or transfer of any such property or asset that is subject to a lease or license, (ii) exist by virtue of any Lien on, or agreement are not materially less favorable to the Loan Parties transfer, option or the Lenders similar right with respect to any property or assets of the Company or any of its Subsidiary not otherwise prohibited by the Notes or (iii) do not relate to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any of its Subsidiaries; (E) with respect to a Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock of, or property and assets of, such dividend Subsidiary that is otherwise permitted under this Note; or (F) with respect to any Subsidiary and imposed pursuant to an agreement that has been entered into for the Incurrence of Indebtedness otherwise permitted under this Note if, as determined by the Board, the encumbrances or restrictions are (1) customary for such types of agreements and (2) would not, at the time agreed to, be expected to materially and adversely affect the ability of the Company to make required payment on the Notes and any extensions, refinancings, renewals or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Holders than those under encumbrances or pursuant to the agreement amended, restrictions that are then in effect and that are being extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or binding arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions to the Borrower in respect of its equity interests any Subsidiary’s Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer (other than lease) assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Surviving Debt existing as in effect on the Petition Datedate hereof and to the extent such Surviving Debt is permitted pursuant to Section 5.02(b)(xiv), (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; , (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions customary limitations 109 on the disposition or distribution of assets or property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and asset sale or merger agreements agreements, options, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and other similar agreements agreements, which limitation is applicable only to the assets that are the subject of such agreements, (v) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business so long as such restrictions do not extend (provided that commercially reasonable efforts were used to assets other than those that are avoid a prohibition of collateral assignment with respect to any Material Contract entered into after the subject of such leaseClosing Date), license or other agreement; (vi) restrictions contained in securitization transactions Capitalized Leases or agreements relating to purchase money Debt, which restrictions are applicable only to the extent set forth in the documents evidencing such transactions property so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; purchased or leased, (vii) customary restrictions in agreements evidencing Debt permitted under Sections 5.02(b)(ii)(z) or 5.02(b)(vii) which restrict such actions by Subsidiaries following a Default thereunder, (viii) restrictions imposed by law or by Governmental Authorities having supervisory authority over any agreement that amendsSubsidiary, extends(ix) customary subordination of subrogation, refinancescontribution and similar claims contained in guaranties permitted hereunder, renews or replaces any agreement described and (x) restrictions contained in the foregoing clauses; provided, however, that the terms RUS Grant and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedSecurity Agreement.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the a Borrower or any Subsidiary of the a Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents and the Corporate Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt existing on the Petition Dateor Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent; (iv) customary provisions under Debt permitted under Section 5.02(b) which, following a default or event of default in respect of such Debt, limit the ability of any Person to make payments on Debt described in Section 5.02(b)(i); (v) customary provisions under any secured Debt permitted under Section 5.02(b) which limit the ability of any Person to transfer the assets encumbered by Liens securing such Debt; (vi) provisions under the Note Documents (including affirmative and negative covenants) that are generally consistent with comparable provisions under the Loan Documents; (vii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the a Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the a Borrower; , (ivviii) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; Excluded Subsidiary Agreement, and (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (viiix) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders restrictions with respect to such dividend and payment restrictions than those under or any Subsidiary of a Borrower imposed pursuant to an agreement which has been entered into for the agreement amended, extended, refinanced, renewed sale or replaceddisposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(f).

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iii) any agreement or instrument evidencing any Refinancing Debt that extends, refunds or refinances any Surviving Debt, so long as the limitations contained in such Refinancing Debt are no more restrictive than those contained in the Surviving Debt which is refinanced thereby, (iv) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party or Qualified Subsidiary, (v) any agreement evidencing any Secured Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party or Qualified Subsidiary (except there may be limitations with respect to Borrower and Parent Guarantor so long as they are no more restrictive than the limitations contained in this Agreement), and (vi) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, Borrower so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, indirectly enter into or suffer to exist, or permit any of its Subsidiaries a Restricted Subsidiary to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments Investments in, the Borrower Company or any Restricted Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility DocumentsAgreement, (ii) any agreement or instrument evidencing Debt existing on the Petition DateRestatement Date (as amended, modified, supplemented or replaced, or subject to a Permitted Refinancing, in each case to the extent such restrictions are not expanded in scope in any material respect), (iii) any agreement in effect at the time a Person first became a Restricted Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any specific property encumbered to secure payment of particular Debt to be sold pursuant to an executed agreement evidencing debt with respect to a Disposition or intellectual property license permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquiredhereunder; (v) restrictions set forth in the documents governing the Term Loan Debt and in the documents governing other existing Debt as set forth on Schedule 5.02(d); (vi) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to , as the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactionscase may be; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described customary restrictions in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders connection with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedfinancings by Foreign Subsidiaries.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, Cemex España shall not enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any consensual agreement or arrangement directly limiting the ability of any of its Subsidiaries to (a) declare or pay dividends or other distributions in respect of its or their respective equity interests in a Subsidiary or (b) repay or prepay capitalize any Debt intercompany indebtedness owed to, make loans or advances to, or otherwise transfer assets by any Subsidiary to or make investments in, the Borrower Company or any Subsidiary of Guarantor; provided that (x) the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except foregoing shall not restrict (i) any agreement or arrangement entered into by a person prior to such person becoming a Subsidiary, in which case the Company and Cemex España shall use commercially reasonable efforts to remove such limitations (it being understood that if such limitations are reasonably likely to affect the ability of the Company to satisfy its payment obligations under the Notes, the Company and Cemex España shall use commercially reasonable efforts to remove such limitations as provided in this Agreement or in the DIP Term Loan Facility Documents, soon as possible), (ii) any agreement or instrument evidencing Debt existing on arrangement that is binding upon any Person in connection with a Permitted Securitization and any agreement or arrangement that limits the Petition Dateability of any Subsidiary that transfers receivables and related assets to a Special Purpose Vehicle in a Permitted Securitization to distribute or transfer receivables and related assets, provided that all such agreements and arrangements are customarily required by the institutional sponsor or arranger of such Permitted Securitization in similar types of documents relating to the purchase of receivables and related assets in connection with the financing thereof, (iii) any agreement customary provisions in effect at joint venture agreements relating solely to the time a Person first became a Subsidiary of the Borrowersecurities, so long as such agreement was not entered into solely in contemplation assets and revenues of such Person becoming a Subsidiary of the Borrower; joint venture, (iv) any agreement evidencing debt or arrangement with respect to a Subsidiary in connection with Priority Indebtedness incurred by such Subsidiary and permitted by under Section 5.02(a)(iii) that imposes restrictions on the property acquired; 10.6, (v) restrictions on distributions applicable to Subsidiaries that are the subject of agreements to sell or otherwise dispose of the stock or assets of such Subsidiaries, in transactions not prohibited by reason of customary provisions restricting assignmentsthis Agreement, licenses, subletting pending such sale or other transfers contained disposition and (vi) restrictions on cash or other deposits or net worth in favor of counterparties under leases, licenses, joint venture agreements, purchase and sale licenses or merger agreements and other similar agreements contracts entered into in the ordinary course of business so long as such restrictions do business, and (y) for the avoidance of doubt, subordination provisions shall not extend to assets other than those that are be considered a limitation for the subject purpose of such lease, license or other agreement; (vithis Section 10.9. 1.3 Section 11(k) in securitization transactions to the extent set forth Note Purchase Agreement shall be amended by deleting such section in its entirety and replacing it with the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.following:

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or binding arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions to the Borrower in respect of its equity interests any Subsidiary’s Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer (other than lease) assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Surviving Debt existing as in effect on the Petition Datedate hereof and to the extent such Surviving Debt is permitted pursuant to Section 5.02(b)(xii), (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; , (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions customary limitations on the disposition or distribution of assets or property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and asset sale or merger agreements agreements, options, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and other similar agreements agreements, which limitation is applicable only to the assets that are the subject of such agreements, (v) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business so long as such restrictions do not extend (provided that commercially reasonable efforts were used to assets other than those that are avoid a prohibition of collateral assignment with respect to any Material Contract entered into after the subject of such leaseClosing Date), license or other agreement; (vi) restrictions contained in securitization transactions Capitalized Leases or agreements relating to purchase money Debt, which restrictions are applicable only to the extent set forth in the documents evidencing such transactions property so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; purchased or leased, (vii) customary restrictions in agreements evidencing Debt permitted under Sections 5.02(b)(ii)(z) or 5.02(b)(viii) which restrict such actions by Subsidiaries following a Default thereunder, (viii) restrictions imposed by law or by Governmental Authorities having supervisory authority over any agreement that amendsSubsidiary, extends(ix) customary subordination of subrogation, refinancescontribution and similar claims contained in guaranties permitted hereunder, renews or replaces any agreement described and (x) restrictions contained in the foregoing clauses; provided, however, that the terms RUS Grant and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedSecurity Agreement.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting which by its terms limits the ability of any of its Subsidiaries (other than an Immaterial Subsidiary) to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise)Company other than an Immaterial Subsidiary, except (i) as provided restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement (A) imposed or binding upon Eagle New Media Investments, LLC, Eagle Publishing Investments, LLC or any Subsidiary established to insure risks of Borrower and its Subsidiaries, including, without limitation, Multimedia Insurance Company, (B) in effect on the Closing Date (including this Agreement and the Senior Secured Credit Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations, conditions and prohibitions are no more restrictive, taken as a whole, than those set forth in such existing indentures, agreements or instruments (including this Agreement and the Senior Secured Credit Agreement), (C) created in connection with any Receivables Facility and, such restrictions are necessary or advisable, in the DIP Term Loan good faith determination of Borrower, to effect such Receivables Facility Documentsor (D) imposed on a Guarantor or PDT Entity in connection with a Permitted Disposition Transaction, so long as such limitations do not materially and adversely affect such Guarantor’s ability to satisfy the Obligations when due; (ii) any restrictions consisting of customary provisions contained in leases, licenses and joint ventures and other agreements; (iii) restrictions with respect to any Asset Sale permitted under Section 5.02(e) pending the close of the sale of such Asset Sale; (iv) any restriction or encumbrance on the transfer of any assets subject to the Liens permitted by Section 5.02(a); (v) prohibitions or conditions under applicable law, rule or regulation; (vi) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of Borrower or the Borrowerdate such agreement or instrument is otherwise assumed by Borrower or any of its Subsidiaries, so long as such agreement or instrument was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerBorrower or such assumption; (ivvii) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on this Agreement and the property acquiredother Loan Documents; (vviii) by reason of all documents in connection with the Transactions, including without limitation the Acquisition Agreement and the Warrant; (ix) customary provisions restricting assignmentsin Organizational Documents, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase asset sale and stock sale or merger agreements and other similar agreements that restrict the transfer of ownership interests in any partnership, limited liability company or similar Person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords or customers under contracts entered into in the ordinary course of business so long as such restrictions do business; (xi) any instrument governing Debt assumed in connection with any Permitted Acquisition or transaction permitted by Section 5.02(f), which encumbrance or restriction is not extend applicable to any Person, or the properties or assets of any Person, other than those that are the subject Person or the properties or assets of such lease, license or other agreementthe Person so acquired; (vixii) in securitization transactions the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent set forth of the Equity Interests of or property held in the documents evidencing such transactions so long as such subject joint venture or other entity; (xiii) any encumbrance or restriction imposed by any agreement or instrument imposing an encumbrance or restriction permitted under Section 5.02(m) of the Senior Secured Credit Agreement; (xiv) any encumbrances or restrictions do not extend to assets other than those imposed by any amendments or refinancings that are otherwise permitted by the subject of such securitization transactions; Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (viii) or (viixiii) any agreement above; provided that amends, extends, refinances, renews such amendments or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement refinancings are not materially less favorable to the Loan Parties or the Lenders more restrictive with respect to such dividend encumbrances and payment restrictions than those under prior to such amendment or pursuant to the agreement amended, extended, refinanced, renewed refinancing; or replaced(xv) restrictions imposed by applicable law.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances Loans to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iii) any agreement or instrument evidencing any Refinancing Debt that extends, refunds or refinances any Surviving Debt, so long as the limitations contained in such Refinancing Debt are no more restrictive than those contained in the Surviving Debt which is refinanced thereby, (iv) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party, (v) any agreement evidencing any Secured Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party (except there may be limitations with respect to Borrower and Parent Guarantor so long as they are no more restrictive than the limitations contained in this Agreement), and (vi) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, Borrower so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly Parent and EnergySolutions each shall not, directly or indirectly, enter into or suffer to exist, or permit any of its their respective Subsidiaries (other than any Special Purpose Subsidiary) to enter into or suffer to exist, any agreement or arrangement limiting the ability of EnergySolutions or any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower EnergySolutions or any Subsidiary of the Borrower its Subsidiaries (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (ia) as provided in this Agreement or in the DIP Term Loan Facility Documents and the Senior Notes Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iiib) any agreement in effect at the time a Person first became not previously a Subsidiary of the Borrowerbecomes a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; Subsidiary, (ivc) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; transfer (vother than in favor of the Administrative Agent for the benefit of the Secured Parties) by reason of any asset subject to a Permitted Lien, (d) customary provisions restricting assignments, licenses, subletting or assignment of any lease governing any leasehold interest of EnergySolutions or any of its Subsidiaries (other transfers contained than in leasesfavor of the Administrative Agent for the benefit of the Secured Parties), licenses, joint venture agreements, purchase and sale (e) customary provisions restricting assignment (other than in favor of the Administrative Agent for the benefit of the Secured Parties) of any licensing agreement (in which EnergySolutions or merger agreements and any of its Subsidiaries is the licensee) or other similar agreements contract entered into by EnergySolutions or any of its Subsidiaries in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (viif) any agreement that amends, extends, refinances, renews customary provisions in agreements and other documents governing or replaces any agreement described in evidencing Additional Permitted Debt restricting the foregoing clauses; provided, however, that the terms and conditions ability of any such agreement are not materially less favorable EnergySolutions to the Loan Parties or the Lenders with respect make Restricted Payments to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedParent.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries (other than an Immaterial Subsidiary) (x) to create or permit to exist any Lien on any of its property or assets, or (y) to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether including through a covenant restricting dividends, loans, asset transfers or investments, investments or a financial covenant or otherwisewhich has the effect thereof), other than an Immaterial Subsidiary, except (i) as provided restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement (A) imposed or binding upon Eagle New Media Investments, LLC, Eagle Publishing Investments, LLC, or any Subsidiary established to insure risks of the Borrower and its Subsidiaries, including, without limitation, Multimedia Insurance Company or (B) listed on Schedule 5.02(d) hereof, and in effect on the date hereof (including this Agreement Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations conditions and prohibitions are no more restrictive than those set forth in the DIP Term Loan Facility Documentssuch existing indentures, agreements or instruments (including this Agreement), (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason consisting of customary provisions restricting assignments, licensesassignment, subletting or other transfers contained in leases, licenses, licenses and joint venture agreements, purchase and sale or merger agreements ventures and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license license, joint venture or other agreement; , (iii) restrictions with respect to any asset or Subsidiary of the Company pending the close of the sale of such asset or such Subsidiary, (iv) any restriction or encumbrance on the transfer of any assets subject to the Liens permitted by Section 5.02(a), (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any agreement or instrument in securitization transactions to effect at the extent set forth in time a Person first became a Subsidiary of the documents evidencing Borrower or the date such transactions agreement or instrument is otherwise assumed by the Borrower or any of its Subsidiaries, so long as such restrictions do agreement or instrument was not extend to assets other than those that are the subject entered into in contemplation of such securitization transactions; Person becoming a Subsidiary of the Borrower or such assumption, and (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described instrument entered into in connection with the foregoing clauses; provided, however, that the terms and conditions sale or financing of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedaccounts receivable.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, ; (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 7.2(e) and (f); provided that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to any agreement evidencing debt permitted Permitted Refinancing, replacements of restrictions that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers restrictions contained in leasesany Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary; (vi) solely with respect to Subsidiaries that are not Guarantors, licensesrestrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, joint venture agreements, purchase existing on the Closing Date; and sale (B) with respect to Subsidiaries created or merger agreements acquired after the Closing Date: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or another Subsidiary; (2) restricting dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Capital Stock of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Capital Stock of such Subsidiary; provided that all restrictions permitted by this clause (vi) shall no longer be permitted in the event any such Subsidiary becomes a Guarantor; (vii) restrictions contained in Debt incurred pursuant to Section 7.2(l) with respect to the borrowers thereunder; and; (viii) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar agreements contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business and, (B) arising by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Subsidiary and (ix) restrictions imposed by any agreement governing Debt entered into on or after the Closing Date and permitted under Section 7.2 (including, without limitation, the New Senior Notes and any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Debt of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions do will not extend affect its obligation or ability to assets other than those that are the subject of such lease, license or other agreement; make any payments required hereunder and (viC) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedany Requirement of Law.

Payment Restrictions Affecting Subsidiaries. Directly or ------------------------------------------- indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 5.02(b)(v) and (vi); provided, that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to refinancing Debt under Section 5.02(b)(xiii), replacements of restrictions that are not more restrictive than those being replaced and do not apply to any agreement evidencing debt permitted other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; and (v) by reason solely with respect to Subsidiaries that are not Guarantors, restrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, existing on the date of customary provisions restricting assignments, licenses, subletting this Agreement; and (B) with respect to Subsidiaries created or other transfers contained in leases, licenses, joint venture agreements, purchase and sale acquired after the date of this Agreement: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or merger agreements another Subsidiary; (2) on dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Equity Interests of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm's length transaction with an unrelated third party; and (vi) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar agreements contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; and (viB) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions arising by virtue of any such transfer of, agreement are not materially less favorable to the Loan Parties transfer, option or the Lenders right with respect to such dividend and payment restrictions than those under to, or pursuant to Lien on, any property or assets of the agreement amended, extended, refinanced, renewed Borrower or replacedany Subsidiary.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, Cemex España shall not enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any consensual agreement or arrangement directly limiting the ability of any of its Subsidiaries to (a) declare or pay dividends or other distributions in respect of its or their respective equity interests in a Subsidiary or (b) repay or prepay capitalize any Debt intercompany indebtedness owed to, make loans or advances to, or otherwise transfer assets by any Subsidiary to or make investments in, the Borrower Company or any Subsidiary of Guarantor; provided that (x) the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except foregoing shall not restrict (i) any agreement or arrangement entered into by a person prior to such person becoming a Subsidiary, in which case the Company and Cemex España shall use commercially reasonable efforts to remove such limitations (it being understood that if such limitations are reasonably likely to affect the ability of the Company to satisfy its payment obligations under the Notes, the Company and Cemex España shall use commercially reasonable efforts to remove such limitations as provided in this Agreement or in the DIP Term Loan Facility Documents, soon as possible), (ii) any agreement or instrument evidencing Debt existing on arrangement that is binding upon any Person in connection with a Permitted Securitization and any agreement or arrangement that limits the Petition Dateability of any Subsidiary that transfers receivables and related assets to a Special Purpose Vehicle in a Permitted Securitization to distribute or transfer receivables and related assets, provided that all such agreements and arrangements are customarily required by the institutional sponsor or arranger of such Permitted Securitization in similar types of documents relating to the purchase of receivables and related assets in connection with the financing thereof, (iii) any agreement customary provisions in effect at joint venture agreements relating solely to the time a Person first became a Subsidiary of the Borrowersecurities, so long as such agreement was not entered into solely in contemplation assets and revenues of such Person becoming a Subsidiary of the Borrower; joint venture, (iv) any agreement evidencing debt or arrangement with respect to a Subsidiary in connection with Priority Indebtedness incurred by such Subsidiary and permitted by under Section 5.02(a)(iii) that imposes restrictions on the property acquired; 10.6, (v) restrictions on distributions applicable to Subsidiaries that are the subject of agreements to sell or otherwise dispose of the stock or assets of such Subsidiaries, in transactions not prohibited by reason of customary provisions restricting assignmentsthis Agreement, licenses, subletting pending such sale or other transfers contained disposition and (vi) restrictions on cash or other deposits or net worth in favor of counterparties under leases, licenses, joint venture agreements, purchase and sale licenses or merger agreements and other similar agreements contracts entered into in the ordinary course of business so long as such restrictions do business, and (y) for the avoidance of doubt, subordination provisions shall not extend to assets other than those that are be considered a limitation for the subject purpose of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedthis Section 10.9.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, indirectly enter into or suffer to exist, or permit any of its Subsidiaries a Restricted Subsidiary to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments Investments in, the Borrower Company or any Restricted Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility DocumentsAgreement, (ii) any agreement or instrument evidencing Debt existing on the Petition DateClosing Date (as amended, modified, supplemented or replaced, or subject to a Permitted Refinancing, in each case to the extent such restrictions are not expanded in scope in any material respect), (iii) any agreement in effect at the time a Person first became a Restricted Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any specific property encumbered to secure payment of particular Debt to be sold pursuant to an executed agreement evidencing debt with respect to a Disposition or intellectual property license permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquiredhereunder; (v) restrictions set forth in the documents governing the Term Loan Debt, the ABL Credit Facility Debt, the Convertible Note Debt and in the documents governing other existing Debt as set forth on Schedule 5.02(d); (vi) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to , as the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactionscase may be; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described customary restrictions in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders connection with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedfinancings by Foreign Subsidiaries.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iii) any agreement or instrument evidencing any Refinancing Debt that extends, refunds or refinances any Surviving Debt, so long as the limitations contained in such Refinancing Debt are no more restrictive than those contained in the Surviving Debt which is refinanced thereby, (iv) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party, (v) any agreement evidencing any Secured Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party (except there may be limitations with respect to Borrower and Parent Guarantor so long as they are no more restrictive than the limitations contained in this Agreement), and(vi) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, Borrower so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, ; (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 7.2(e) and (f); provided that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to any agreement evidencing debt permitted Permitted Refinancing, replacements of restrictions that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers restrictions contained in leasesany Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary; (vi) solely with respect to Subsidiaries that are not Guarantors, licensesrestrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, joint venture agreements, purchase existing on the Closing Date; and sale (B) with respect to Subsidiaries created or merger agreements acquired after the Closing Date: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or another Subsidiary; (2) restricting dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Capital Stock of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Capital Stock of such Subsidiary; provided that all restrictions permitted by this clause (vi) shall no longer be permitted in the event any such Subsidiary becomes a Guarantor; (vii) restrictions contained in Debt incurred pursuant to Section 7.2(l) with respect to the borrowers thereunder; (viii) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar agreements contract entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are business, or the subject assignment or transfer of such any lease, license or other agreement; contract entered into in the ordinary course of business, (viB) arising by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Subsidiary and (ix) restrictions imposed by any agreement governing Debt entered into on or after the Closing Date and permitted under Section 7.2 (including, without limitation, the New Senior Notes and any Permitted Refinancing in securitization transactions respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the extent set forth Borrower or any Subsidiary than customary market terms for Debt of such type (and, in any event, are no more restrictive than the documents evidencing such transactions restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions do will not extend affect its obligation or ability to assets other than those that are the subject of such securitization transactions; or make any payments required hereunder and (viiC) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedany Requirement of Law.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Revolving Credit Borrower or any Subsidiary of the Revolving Credit Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Surviving Debt or Debt permitted under 5.02(b) existing on the Petition Effective Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Revolving Credit Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Revolving Credit Borrower; , (iv) any restrictions with respect to any Subsidiary of the Revolving Credit Borrower imposed pursuant to an agreement evidencing debt permitted which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(a)(iii) that imposes restrictions on the property acquired; 5.02(e), (v) any restrictions with respect to any Subsidiary of the Revolving Credit Borrower that is not a Loan Party, all or substantially all of whose assets consist of property encumbered by reason of customary provisions restricting assignmentsLiens permitted under subsection 5.02(a), licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or imposed by applicable laws, (vii) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (viii) restrictions under Permitted Construction Financing or Mortgage Financing incurred by Subsidiaries of the Revolving Credit Borrower that are not Loan Parties, and (ix) any restrictions existing under any agreement that amends, extends, refinances, renews refinances or replaces any agreement described in containing restrictions permitted under the foregoing clauses; providedpreceding clauses (i) through (viii), however, provided that the terms and conditions of any such agreement agreement, as they relate to any such restrictions, are not materially no less favorable to General Partner, the Loan Parties or the Lenders with respect to Borrowers and such dividend and payment restrictions Subsidiaries, as applicable, taken as a whole, than those under or pursuant to the agreement so amended, extended, refinanced, renewed refinanced or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, Create or permit to exist or become effective any of its Subsidiaries to enter into consensual encumbrance or suffer to exist, any agreement or arrangement limiting restriction on the ability of any of its Subsidiaries to declare or Restricted Subsidiary to: (a) pay dividends or make any other distributions in respect on its Capital Stock to Parent or any of its equity interests Restricted Subsidiaries, or repay with respect to any other interest or prepay participation in, or measured by, its profits, or pay any Debt Indebtedness owed to, to Parent or any of its Restricted Subsidiaries; (b) make loans or advances to, to Parent or otherwise any of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to Parent or make investments inany of its Restricted Subsidiaries. However, the Borrower preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the date of this Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those provisions contained in those agreements on the date of this Agreement; (2) the Indenture, the Senior Notes, and the Loan Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Parent or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) its Restricted Subsidiaries as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of such acquisition (except to the Borrower, so long as extent such agreement Indebtedness or Capital Stock was not entered into solely incurred in connection with or in contemplation of such Person becoming a Subsidiary acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the BorrowerPerson, so acquired; (iv) any agreement evidencing debt provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of Section 5.02(a)(iii7.1 to be incurred; (5) customary non assignment provisions in leases and other agreements entered into in the ordinary course of business and consistent with industry practice; (6) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business and consistent with industry practice that imposes impose restrictions on that property of the property acquirednature described in clause (c) of this Section 7.18; (7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (v) by reason of customary provisions restricting assignments, licenses, subletting 8) Liens securing Indebtedness or other transfers contained obligations otherwise permitted to be incurred under the provisions of Section 7.2; (9) provisions with respect to the disposition or distribution of assets or property in leases, licenses, joint venture agreements, purchase and asset sale or merger agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business so long as such business; (10) restrictions do not extend on cash or other deposits or net worth imposed by customers under contracts or net worth provisions contained in leases and other agreements entered into in the ordinary course of business; (11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to Restricted Subsidiary pending the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject closing of such securitization transactions; sale or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clausesdisposition; provided, however, that the terms and conditions of any such agreement are not materially less favorable restrictions apply solely to the Loan Parties Capital Stock or assets of the Lenders with respect to such dividend and Restricted Subsidiary that is being sold; and (12) restrictions on the payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedof dividends that are described on Schedule 7.18.

Payment Restrictions Affecting Subsidiaries. Directly EnergySolutions (or, after the IPO Reorganization, Parent) shall not, directly or indirectly, enter into after the Agreement Date or suffer to existexist after the Agreement Date, or permit any of its Subsidiaries Subsidiary to enter into after the Agreement Date or suffer to existexist after the Agreement Date, any new agreement or arrangement limiting the ability of any of its such Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower EnergySolutions or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (ia) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iiib) any agreement in effect at the time a Person first became Subsidiary becomes a Subsidiary of the BorrowerSubsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary Subsidiary, (c) restrictions on the transfer of the Borrower; (iv) any agreement evidencing debt asset subject to a Lien permitted by Section 5.02(a)(iii7.2 or the Loan Documents (as defined in the First Lien Credit Agreements), (d) that imposes restrictions on the property acquired; Additional Permitted Debt, (ve) by reason of customary provisions restricting assignments, licenses, subletting or assignment of any lease governing any leasehold interest of EnergySolutions or any of the Subsidiaries (other transfers contained than in leasesfavor of the Collateral Agent for the benefit of the Secured Parties), licenses, joint venture agreements, purchase and sale (f) customary provisions restricting assignment (other than in favor of the Collateral Agent for the benefit of the Secured Parties) of any licensing agreement (in which EnergySolutions or merger agreements and any of the Subsidiaries is the licensee) or other similar agreements contract entered into by EnergySolutions or any of the Subsidiaries in the ordinary course of business so long as such business, and (g) restrictions do not extend to assets on the transfer (other than those that are in favor of the subject Collateral Agent for the benefit of such lease, license or other agreement; (vithe Secured Parties) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable asset subject to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaceda Lien permitted by Section 7.2.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility DocumentsAgreement, (ii) any ii)any agreement or instrument evidencing Debt existing on the Petition Datedate hereof, (iii) any agreement in effect at the time a Person first became a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; or (viv) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly EnergySolutions (or, after the IPO Reorganization, Parent) shall not, directly or indirectly, enter into after the Agreement Date or suffer to existexist after the Agreement Date, or permit any of its Subsidiaries Subsidiary to enter into after the Agreement Date or suffer to existexist after the Agreement Date, any new agreement or arrangement limiting the ability of any of its such Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower EnergySolutions or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (ia) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iiib) any agreement in effect at the time a Person first became Subsidiary becomes a Subsidiary of the BorrowerSubsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary Subsidiary, (c) restrictions on the transfer of the Borrower; (iv) any agreement evidencing debt asset subject to a Lien permitted by Section 5.02(a)(iii7.2, (d) that imposes restrictions on the property acquired; Additional Permitted Debt, (ve) by reason of customary provisions restricting assignments, licenses, subletting or assignment of any lease governing any leasehold interest of EnergySolutions or any of the Subsidiaries (other transfers contained than in leasesfavor of the Collateral Agent for the benefit of the Secured Parties), licenses, joint venture agreements, purchase and sale (f) customary provisions restricting assignment (other than in favor of the Collateral Agent for the benefit of the Secured Parties) of any licensing agreement (in which EnergySolutions or merger agreements and any of the Subsidiaries is the licensee) or other similar agreements contract entered into by EnergySolutions or any of the Subsidiaries in the ordinary course of business so long as such business, and (g) restrictions do not extend to assets on the transfer (other than those that are in favor of the subject Collateral Agent for the benefit of such lease, license or other agreement; (vithe Secured Parties) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable asset subject to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaceda Lien permitted by Section 7.2.

Payment Restrictions Affecting Subsidiaries. Directly or indirectlyNo Obligor shall, enter into or suffer to exist, or nor shall it permit any of its Obligor Subsidiaries to enter into to, directly or indirectly, create or otherwise cause or suffer to exist, exist or become effective any agreement consensual encumbrance or arrangement limiting restriction of any kind on the ability of any of its Subsidiaries such Obligor Subsidiary to declare or (a) pay dividends or make any other distributions in respect of distribution to an Obligor or its equity interests Obligor Subsidiaries on its Capital Stock, (b) pay any Indebtedness owed to any Obligor or repay or prepay any Debt owed toother such Subsidiary, (c) make loans or advances toto any Obligor or any other such Subsidiary, or otherwise (d) transfer any of its property or assets to or make investments in, the Borrower any Obligor or any Subsidiary of the Borrower (whether through a covenant restricting dividendsother such Subsidiary, loans, asset transfers or investments, a financial covenant or otherwise), except except: (i) as provided consensual encumbrances or restrictions contained in this Agreement or in created pursuant to any Loan Documents or the DIP Term Loan Facility Transaction Documents, ; (ii) any agreement or instrument evidencing Debt existing restriction, with respect to a Subsidiary of any Obligor that is not a Subsidiary of such Obligor on the Petition Closing Date, (iii) any agreement in effect existence at the time a Person first became such entity becomes a Subsidiary of the Borrower, so long as such agreement was Obligor; provided that such encumbrance or restriction is not entered into solely created in contemplation anticipation of or in connection with such Person entity becoming a Subsidiary of the BorrowerBorrower and is not applicable to any Person or the properties or assets of any Person other than a Person that becomes a Subsidiary; (iii) encumbrances or restrictions contained in any other Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Section 7.2.1; provided that any such encumbrances or restrictions (except pursuant to the Exit Facility) are not more restrictive taken individually and as a whole than the most restrictive of those provided for in the Indebtedness referred to in clause (i) of this Section 7.2.4; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the property acquired; extent such provisions restrict the transfer of the lease; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders restriction with respect to such dividend and payment restrictions than those under or a Subsidiary imposed pursuant to an agreement entered into for the agreement amended, extended, refinanced, renewed sale or replaceddisposition of all or substantially all of the Capital Stock or assets of such Subsidiary in compliance with this Agreement pending the closing of such sale or disposition; or (vi) any encumbrance or restriction required or mandated by applicable law.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iii) any agreement or instrument evidencing any Refinancing Debt that extends, refunds or refinances any Surviving Debt, so long as the limitations contained in such Refinancing Debt are no more restrictive than those contained in the Surviving Debt which is refinanced thereby, (iv) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party, (v) any agreement evidencing any Secured Debt permitted under this Agreement so long as the limitations contained therein do not apply to any Loan Party (except there may be limitations with respect to Borrower and Parent Guarantor so long as they are no more restrictive than the limitations contained in this Agreement) or the KeyBank/ACC Term Loan Agreement, and (vi) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, Borrower so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Material Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Material Subsidiaries (x) to create or permit to exist any Lien on any of its property or (y) to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Material Subsidiary of the Borrower Company (whether including through a covenant restricting dividends, loans, asset transfers or investments, investments or a financial covenant or otherwisewhich has the effect thereof), except (i) as provided in this Agreement or in restrictions, limitations, conditions and prohibitions existing on the DIP Term Loan Facility Documentsdate hereof, (ii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement or instrument evidencing Debt existing on the Petition Datedate hereof (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations conditions and prohibitions are no more restrictive than those set forth in such existing indentures, agreements or instruments, (iii) any agreement in effect at the time a Person first became a Material Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Material Subsidiary of the Borrower; Company, (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason consisting of customary provisions restricting assignments, licensesassignment, subletting or other transfers contained in leases, licenses, licenses and joint venture agreements, purchase and sale or merger agreements ventures and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license license, joint venture or other agreement; , (v) restrictions with respect to any asset or Subsidiary of the Company pending the close of the sale of such asset or such Subsidiary, (vi) in securitization transactions any restriction or encumbrance on the transfer of any assets subject to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or Liens permitted by Section 5.02(a), (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in under applicable law (including at the foregoing clauses; provided, however, that the terms and conditions direction of any such agreement are not materially less favorable to regulatory agency or department), or (viii) restrictions, limitations, conditions and prohibitions imposed in respect of the Loan Parties types of assets subject to, and any other restrictions consisting of customary provisions in connection with, any Third-Party Vendor Financing Program or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedany Qualified Receivables Transaction.

Payment Restrictions Affecting Subsidiaries. Directly EnergySolutions (or, after the IPO Reorganization, Parent) shall not, directly or indirectly, enter into after the Second Amendment Effective Date or suffer to existexist after the Second Amendment Effective Date, or permit any of its Subsidiaries Subsidiary to enter into after the Second Amendment Effective Date or suffer to existexist after the Second Amendment Effective Date, any new agreement or arrangement limiting the ability of any of its such Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower EnergySolutions or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (ia) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iiib) any agreement in effect at the time a Person first became Subsidiary becomes a Subsidiary of the BorrowerSubsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary Subsidiary, (c) restrictions on the transfer of the Borrower; (iv) any agreement evidencing debt asset subject to a Lien permitted by Section 5.02(a)(iii7.2, (d) that imposes restrictions on the property acquired; Additional Permitted Debt, (ve) by reason of customary provisions restricting assignments, licenses, subletting or assignment of any lease governing any leasehold interest of EnergySolutions or any of the Subsidiaries (other transfers contained than in leasesfavor of the Collateral Agent for the benefit of the Secured Parties), licenses, joint venture agreements, purchase and sale (f) customary provisions restricting assignment (other than in favor of the Collateral Agent for the benefit of the Secured Parties) of any licensing agreement (in which EnergySolutions or merger agreements and any of the Subsidiaries is the licensee) or other similar agreements contract entered into by EnergySolutions or any of the Subsidiaries in the ordinary course of business so long as such business, and (g) restrictions do not extend to assets on the transfer (other than those that are in favor of the subject Collateral Agent for the benefit of such lease, license or other agreement; (vithe Secured Parties) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable asset subject to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaceda Lien permitted by Section 7.2.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement expressly limiting the ability of any of its wholly-owned Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower such Loan Party or any wholly-owned Subsidiary of the Borrower such Loan Party (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, Documents and (ii) any agreement or instrument evidencing Surviving Debt existing on (including any permitted replacement or refinancing thereof). Notwithstanding the Petition Dateforegoing, this Section 5.02(q) does not and shall not apply to the following (iiiin each case, to the extent not otherwise restricted under this Section 5.02): (A) any agreement in effect or arrangement applicable to any Person or the property or assets of such Person acquired by any Loan Party or any of their respective Subsidiaries, existing at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was acquisition and not entered into solely in connection with or in contemplation of such acquisition; provided that the encumbrance or restriction therein is not applicable to any Person becoming or the properties or assets of any Person, other than the Person, or the property or assets of such Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (B) limitations and restrictions on asset transfers (excluding limitations and restrictions on cash payments of dividends, redemptions or distributions with respect to capital stock and on cash repayments of intercompany loans or advances): (1) That restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance, joint venture, partnership interest or contract or similar property or asset, (2) Existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Loan Party or any Subsidiary of a Loan Party not otherwise prohibited by the Loan Documents, or (3) Arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of property or assets of the Loan Parties or the Subsidiaries of the Loan Parties in any manner material to MII and its Subsidiaries, taken as a whole; (C) Any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Subsidiary of a Loan Party; (D) Contracts and agreements related to any extension, renewal or replacement of Debt that is permitted under Section 5.02(b) of this Agreement, provided that the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leasesthe contracts and agreements governing such extended, licensesrenewed or replaced Debt are not more restrictive, joint venture agreementstaken as a whole, purchase than those contained in the contracts and sale agreements governing the Debt being extended, renewed or merger agreements and other similar agreements replaced; and (E) Restrictions imposed by customers under construction contracts entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedbusiness.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in and the Existing DIP Term Loan Facility DocumentsCredit Agreement, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedreplaced .

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, ; (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 7.2(e) and (f); provided, that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to refinancing Debt under Section 7.2(m), replacements of restrictions that are not more restrictive than those being replaced and do not apply to any agreement evidencing debt permitted other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers restrictions contained in leasesany Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary; (vi) solely with respect to Subsidiaries that are not Guarantors, licensesrestrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, joint venture agreements, purchase existing on the date of this Agreement; and sale (B) with respect to Subsidiaries created or merger agreements acquired after the date of this Agreement: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or another Subsidiary; (2) on dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Capital Stock of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Capital Stock of such Subsidiary; provided that all restrictions permitted by this clause (vi) shall no longer be permitted in the event any such Subsidiary becomes a Guarantor; (vii) restrictions contained in Debt incurred pursuant to Section 7.2(n) with respect to the borrowers thereunder; and (viii) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar agreements contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; and (viB) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions arising by virtue of any such transfer of, agreement are not materially less favorable to the Loan Parties transfer, option or the Lenders right with respect to such dividend and payment restrictions than those under to, or pursuant to Lien on, any property or assets of the agreement amended, extended, refinanced, renewed Borrower or replacedany Subsidiary.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, ; (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 7.2(e) and (f); provided, that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to refinancing Debt under Section 7.2(m), replacements of restrictions that are not more restrictive than those being replaced and do not apply to any agreement evidencing debt permitted other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers restrictions contained in leasesany Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary; (vi) solely with respect to Subsidiaries that are not Guarantors, licensesrestrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, joint venture agreements, purchase existing on the Original Closing Date; and sale (B) with respect to Subsidiaries created or merger agreements acquired after the Original Closing Date: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or another Subsidiary; (2) on dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Capital Stock of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Capital Stock of such Subsidiary; provided that all restrictions permitted by this clause (vi) shall no longer be permitted in the event any such Subsidiary becomes a Guarantor; (vii) restrictions contained in Debt incurred pursuant to Section 7.2(n) with respect to the borrowers thereunder; and (viii) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar agreements contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; and (viB) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions arising by virtue of any such transfer of, agreement are not materially less favorable to the Loan Parties transfer, option or the Lenders right with respect to such dividend and payment restrictions than those under to, or pursuant to Lien on, any property or assets of the agreement amended, extended, refinanced, renewed Borrower or replacedany Subsidiary.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting which by its terms limits the ability of any of its Subsidiaries (other than an Immaterial Subsidiary) to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise)Company other than an Immaterial Subsidiary, except (i) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement (A) imposed or binding upon Eagle New Media Investments, LLC, Eagle Publishing Investments, LLC or any Subsidiary established to insure risks of Borrower and its Subsidiaries, including, without limitation, Multimedia Insurance Company, (B) in effect on the Closing Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations, conditions and prohibitions are no more restrictive, taken as provided a whole, than those set forth in such existing indentures, agreements or instruments (including this Agreement Agreement), (C) created in connection with any Receivables Facility and, such restrictions are necessary or advisable, in the DIP Term Loan good faith determination of Borrower, to effect such Receivables Facility Documents, or (D) imposed on a Guarantor or PDT Entity in connection with a Permitted Disposition Transaction so long as such limitations do not have a material adverse impact on the Collateral or materially and adversely affect such Guarantor’s ability to satisfy the Obligations when due; (ii) any restrictions consisting of customary provisions contained in leases, licenses and joint ventures and other agreements; (iii) restrictions with respect to any Asset Sale permitted under Section 5.02(e) pending the close of the sale of such Asset Sale; (iv) any restriction or encumbrance on the transfer of any assets subject to the Liens permitted by Section 5.02(a); (v) prohibitions or conditions under applicable law, rule or regulation; (vi) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of Borrower or the Borrowerdate such agreement or instrument is otherwise assumed by Borrower or any of its Subsidiaries, so long as such agreement or instrument was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerBorrower or such assumption; (ivvii) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on this Agreement and the property acquiredother Loan Documents; (vviii) by reason of all documents in connection with the Transactions, including without limitation the Acquisition Agreement and the Warrant; (ix) customary provisions restricting assignmentsin Organizational Documents, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase asset sale and stock sale or merger agreements and other similar agreements that restrict the transfer of ownership interests in any partnership, limited liability company or similar Person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords or customers under contracts entered into in the ordinary course of business so long as such restrictions do business; (xi) any instrument governing Debt assumed in connection with any Permitted Acquisition or transaction permitted by Section 5.02(f), which encumbrance or restriction is not extend applicable to any Person, or the properties or assets of any Person, other than those that are the subject Person or the properties or assets of such lease, license or other agreementthe Person so acquired; (vixii) in securitization transactions the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent set forth of the Equity Interests of or property held in the documents evidencing such transactions so long as such subject joint venture or other entity; (xiii) any encumbrance or restriction imposed by any agreement or instrument imposing an encumbrance or restriction permitted under Section 5.02(m); (xiv) any encumbrances or restrictions do not extend to assets other than those imposed by any amendments or refinancings that are otherwise permitted by the subject of such securitization transactions; Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (viii) or (viixiii) any agreement above; provided that amends, extends, refinances, renews such amendments or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement refinancings are not materially less favorable to the Loan Parties or the Lenders more restrictive with respect to such dividend encumbrances and payment restrictions than those under prior to such amendment or pursuant to the agreement amended, extended, refinanced, renewed refinancing; or replaced(xv) restrictions imposed by applicable law.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Transaction Documents, (ii) any agreement or instrument evidencing Surviving Debt existing on the Petition Dateor Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent (or, during the continuance of an Event of Default, the Required Holders); (iv) customary provisions under Debt permitted under Section 10.2 which, following a default or event of default in respect of such Debt, limit the ability of any Person to make payments on Debt described in Section 10.2(a); (v) customary provisions under any secured Debt permitted under Section 10.2 which limit the ability of any Person to transfer the assets encumbered by Liens securing such Debt; (vi) provisions under the Revolving Credit Documents (including affirmative and negative covenants) that are generally consistent with comparable provisions under the Transaction Documents; (vii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; Company, (ivviii) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; Excluded Subsidiary Agreement, and (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (viiix) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders restrictions with respect to such dividend and payment restrictions than those under or any Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the agreement amended, extended, refinanced, renewed sale or replaceddisposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 10.5.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, Cemex España shall not enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any consensual agreement or arrangement directly limiting the ability of any of its Subsidiaries to (a) declare or pay dividends or other distributions in respect of its or their respective equity interests in a Subsidiary or (b) repay or prepay capitalize any Debt intercompany indebtedness owed to, make loans or advances to, or otherwise transfer assets by any Subsidiary to or make investments in, the Borrower Company or any Subsidiary of Guarantor; provided that (x) the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except foregoing shall not restrict (i) any agreement or arrangement entered into by a person prior to such person becoming a Subsidiary, in which case the Company and Cemex España shall use commercially reasonable efforts to remove such limitations (it being understood that if such limitations are reasonably likely to affect the ability of the Company to satisfy its payment obligations under the Notes, the Company and Cemex España shall use commercially reasonable efforts to remove such limitations as provided in this Agreement or in the DIP Term Loan Facility Documents, soon as possible), (ii) any agreement or instrument evidencing Debt existing on arrangement that is binding upon any Person in connection with a Permitted Securitization and any agreement or arrangement that limits the Petition Dateability of any Subsidiary that transfers receivables and related assets to a Special Purpose Vehicle in a Permitted Securitization to distribute or transfer receivables and related assets, provided that all such agreements and arrangements are customarily required by the institutional sponsor or arranger of such Permitted Securitization in similar types of documents relating to the purchase of receivables and related assets in connection with the financing thereof, (iii) any agreement customary provisions in effect at joint venture agreements relating solely to the time a Person first became a Subsidiary of the Borrowersecurities, so long as such agreement was not entered into solely in contemplation assets and revenues of such Person becoming a Subsidiary of the Borrower; joint venture, (iv) any agreement evidencing debt or arrangement with respect to a Subsidiary in connection with Priority Indebtedness incurred by such Subsidiary and permitted by under Section 5.02(a)(iii) that imposes restrictions on the property acquired; 10.6, (v) restrictions on distributions applicable to Subsidiaries that are the subject of agreements to sell or otherwise dispose of the stock or assets of such Subsidiaries, in transactions not prohibited by reason of customary provisions restricting assignmentsthis Agreement, licenses, subletting pending such sale or other transfers contained disposition and (vi) restrictions on cash or other deposits or net worth in favor of counterparties under leases, licenses, joint venture agreements, purchase and sale licenses or merger agreements and other similar agreements contracts entered into in the ordinary course of business so long as such restrictions do business, and (y) for the avoidance of doubt, subordination provisions shall not extend to assets other than those that are be considered a limitation for the subject purpose of such lease, license or other agreement; (vithis Section 10.8. 1.3 Section 11(k) in securitization transactions to the extent set forth Note Purchase Agreement shall be amended by deleting such section in its entirety and replacing it with the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.following:

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting (other than this Agreement or any other Loan Document) that: ​ (i) limits the ability of any of its Subsidiaries (other than any Receivables Financing Subsidiary or Insurance Subsidiary) to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary (other than any Receivables Financing Subsidiary or Insurance Subsidiary) of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except the Loan Documents, Existing AROP Indenture and any other agreement or instrument governing Debt permitted to be incurred in accordance with Section 5.02(b); provided that the restrictions related to the payment of dividends and distributions, repayment of Debt, making of loans or other transfer of assets by Subsidiaries included in such other agreement or instrument are no more restrictive than the comparable terms of the Loan Documents contained in Sections 5.02(e) (irelating to transfer of assets by Subsidiaries), 5.02(f) as (relating to making of loans by Subsidiaries), Section 5.02(g) (relating to payment of dividends and distributions by Subsidiaries) and 5.02(k) (relating to repayment of Debt by Subsidiaries); and provided in this Agreement or further that, in the DIP Term Loan Facility Documentscase of any agreement (including any receivables financing agreement) to which a Receivables Financing Subsidiary may be a party or by which it may be bound in connection with a receivables financing transaction pursuant to Section 5.02(b)(xi), such restrictions related to the payment of dividends and distributions, repayment of Debt, making of loans or other transfers of assets included in such agreement may be on such terms and conditions as shall be customary for such receivables financing transaction; or ​ (ii) prohibits or limits the ability of Borrower or any agreement of its Subsidiaries (other than any Receivables Financing Subsidiary and the Insurance Subsidiary) to create, incur, assume or instrument evidencing Debt existing on suffer to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure or guarantee the Petition DateObligations, (iiiother than any negative pledge or restriction incurred or provided in favor of any holder of indebtedness permitted under Section 5.02(b)(viii), 5.02(b)(ix), 5.02(b)(x), 5.02(b)(xi) or 5.02(h) solely to the extent any agreement in effect at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on negative pledge or restriction relates to the property acquired; (v) financed by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.indebtedness. ​

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries (as hereinafter defined) to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to (i) declare or pay dividends or other distributions in respect of its equity interests or (ii) repay or prepay any Debt owed to, make loans or advances to, provide guaranties in respect of, or otherwise transfer assets to or make investments invest in, the Borrower or any other Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (iiA) any agreement or instrument evidencing Debt existing in effect on the Petition Datedate hereof, (iiiB) any agreement evidencing a Lien permitted by Section 5.02(a) to the extent that such limitation relates solely to the assets encumbered by such Lien, (C) any agreement in effect at the time such Restricted Subsidiary becomes a Person first became a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; , (ivD) such restrictions imposed on the Borrower and its Subsidiaries as a result of approval and settlement terms agreed to in connection with the spin-off from Sprint Nextel and (E) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such leasewith, license or other agreement; (vi) in securitization transactions condition or restriction imposed by, any governmental authority to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms thereof would not have a Material Adverse Effect. “Restricted Subsidiary” means any Subsidiary of the Borrower that owns 1% or more of the Consolidated assets of the Borrower and conditions its Subsidiaries taken as a whole or as to which is attributed 1% or more of any such agreement are not materially less favorable the Consolidated revenues of the Borrower and its Subsidiaries taken as a whole, in each case as determined by reference to the Loan Parties or most recent financial statements of the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedBorrower.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any Subsidiary of its Subsidiaries Parent to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries Subsidiary of Parent to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower Parent or any Subsidiary of the Borrower Parent (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise) (any such limitation, a “Payment Restriction”), except prior to the initial Borrowings on the Closing Date the Loan Documents (i) as provided in this Agreement or defined in the DIP Term Existing Parent Credit Agreement (as in effect on the date hereof)), and from and after the initial Borrowings on the Closing Date except the Loan Facility Documents(a) in the Loan Documents, (iib) any agreement or instrument agreements evidencing Debt existing on permitted by Section 7.02(e) or 7.02(n), provided that (x) in the Petition Datecase of Debt permitted by Section 7.02(e), the Payment Restrictions in such agreements are reasonably satisfactory to the Administrative Agent and (iiiy) any agreement in effect the case of Debt permitted by Section 7.02(n), the Payment Restrictions in such agreements are customary in the market for the relevant type of debt issuance at the time a Person first became of issuance thereof, as determined in good faith by Parent, and in each case provided such Payment Restrictions are no more burdensome than Payment Restrictions contained in this Agreement, and (c) agreements containing customary restrictions and conditions relating to the sale of a Subsidiary of Parent or property pending such sale; provided that such restrictions and conditions apply only to the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt Parent or property that is sold, and such sale is permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedthis Agreement.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 5.02(b)(v) and (vi); provided, that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to refinancing Debt under Section 5.02(b)(xiii), replacements of restrictions that are not more restrictive than those being replaced and do not apply to any agreement evidencing debt permitted other Person or assets than those that would have been covered by Section 5.02(a)(iii) that imposes the restrictions on in the property acquiredDebt so refinanced; (v) by reason solely with respect to Subsidiaries that are not Guarantors, restrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, existing on the date of customary provisions restricting assignments, licenses, subletting this Agreement; and (B) with respect to Subsidiaries created or acquired after the date of this Agreement: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or another Subsidiary; (2) on dividend payments and other transfers distributions solely to permit pro rata dividends and other distributions in respect of any Equity Interests of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Equity Interests of such Subsidiary; (vi) restrictions contained in leasesDebt incurred pursuant to Section 5.02(b)(xiv), licensesand (vii) encumbrances or restrictions (A) that restrict in a customary manner the subletting, joint venture agreementsassignment or transfer of any property or asset that is subject to a lease, purchase and sale license or merger agreements and other similar agreements contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; and (viB) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions arising by virtue of any such transfer of, agreement are not materially less favorable to the Loan Parties transfer, option or the Lenders right with respect to such dividend and payment restrictions than those under to, or pursuant to Lien on, any property or assets of the agreement amended, extended, refinanced, renewed Borrower or replacedany Subsidiary.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting (other than this Agreement or any other Loan Document) that: (i) limits the ability of any of its Subsidiaries (other than any Receivables Financing Subsidiary or Insurance Subsidiary) to declare or pay dividends or other distributions in respect of its equity interests Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary (other than any Receivables Financing Subsidiary or Insurance Subsidiary) of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except the Loan Documents, Existing AROP Indenture and any other agreement or instrument governing Debt permitted to be incurred in accordance with Section 5.02(b); provided that the restrictions related to the payment of dividends and distributions, repayment of Debt, making of loans or other transfer of assets by Subsidiaries included in such other agreement or instrument are no more restrictive than the comparable terms of the Loan Documents contained in Sections 5.02(e) (irelating to transfer of assets by Subsidiaries), 5.02(f) as (relating to making of loans by Subsidiaries), Section 5.02(g) (relating to payment of dividends and distributions by Subsidiaries) and 5.02(k) (relating to repayment of Debt by Subsidiaries); and provided in this Agreement or further that, in the DIP Term Loan Facility Documentscase of any agreement (including any receivables financing agreement) to which a Receivables Financing Subsidiary may be a party or by which it may be bound in connection with a receivables financing transaction pursuant to Section 5.02(b)(xi), such restrictions related to the payment of dividends and distributions, repayment of Debt, making of loans or other transfers of assets included in such agreement may be on such terms and conditions as shall be customary for such receivables financing transaction; or (ii) prohibits or limits the ability of Borrower or any agreement of its Subsidiaries (other than any Receivables Financing Subsidiary and the Insurance Subsidiary) to create, incur, assume or instrument evidencing Debt existing on suffer to exist any Lien upon any of its assets, whether now owned or hereafter acquired, to secure or guarantee the Petition DateObligations, (iiiother than any negative pledge or restriction incurred or provided in favor of any holder of indebtedness permitted under Section 5.02(b)(viii), 5.02(b)(ix), 5.02(b)(x), ​ ​ Credit Agreement ​ ​ 5.02(b)(xi) or 5.02(h) solely to the extent any agreement in effect at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on negative pledge or restriction relates to the property acquired; (v) financed by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedindebtedness.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Material Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Material Subsidiaries (x) to create or permit to exist any Lien on any of its property or (y) to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower or any Material Subsidiary of the Borrower (whether including through a covenant restricting dividends, loans, asset transfers or investments, investments or a financial covenant or otherwisewhich has the effect thereof), except (i) as provided in this Agreement or in restrictions, limitations, conditions and prohibitions existing on the DIP Term Loan Facility DocumentsEffective Date, (ii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement or instrument evidencing Debt existing on the Petition DateEffective Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations conditions and prohibitions are no more restrictive than those set forth in such existing indentures, agreements or instruments, (iii) any agreement in effect at the time a Person first became a Material Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Material Subsidiary of the Borrower; , (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason consisting of customary provisions restricting assignments, licensesassignment, subletting or other transfers contained in leases, licenses, licenses and joint venture agreements, purchase and sale or merger agreements ventures and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license license, joint venture or other agreement; , (v) restrictions with respect to any asset or Subsidiary of the Borrower pending the close of the sale of such asset or such Subsidiary, (vi) in securitization transactions any restriction or encumbrance on the transfer of any assets subject to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or Liens permitted by Section 5.02(a), (vii) any agreement that amendsrestriction or encumbrance imposed by applicable law, extendsregulation, refinancescourt order, renews rule or replaces any agreement described in decree (including at the foregoing clauses; provided, however, that the terms and conditions direction of any such agreement are not materially less favorable to regulatory agency or department), or (viii) restrictions, limitations, conditions and prohibitions imposed in respect of the Loan Parties types of assets subject to, and any other restrictions consisting of customary provisions in connection with, any Third-Party Vendor Financing Program or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedany Qualified Receivables Transaction.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Material Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Material Subsidiaries (x) to create or permit to exist any Lien on any of its property or (y) to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Material Subsidiary of the Borrower Company (whether including through a covenant restricting dividends, loans, asset transfers or investments, investments or a financial covenant or otherwisewhich has the effect thereof), except (i) as provided in this Agreement or in restrictions, limitations, conditions and prohibitions existing on the DIP Term Loan Facility Documentsdate hereof, (ii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement or instrument evidencing Debt existing on the Petition Datedate hereof (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations conditions and prohibitions are no more restrictive than those set forth in such existing indentures, agreements or instruments, (iii) any agreement in effect at the time a Person first became a Material Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Material Subsidiary of the Borrower; Company, (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason consisting of customary provisions restricting assignments, licensesassignment, subletting or other transfers contained in leases, licenses, licenses and joint venture agreements, purchase and sale or merger agreements ventures and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license license, joint venture or other agreement; , (v) restrictions with respect to any asset or Subsidiary of the Company pending the close of the sale of such asset or such Subsidiary, (vi) in securitization transactions any restriction or encumbrance on the transfer of any assets subject to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or Liens permitted by Section 5.02(a), (vii) any agreement that amendsrestriction or encumbrance imposed by applicable law, extendsregulation, refinancescourt order, renews rule or replaces any agreement described in decree (including at the foregoing clauses; provided, however, that the terms and conditions direction of any such agreement are not materially less favorable to regulatory agency or department), or (viii) restrictions, limitations, conditions and prohibitions imposed in respect of the Loan Parties types of assets subject to, and any other restrictions consisting of customary provisions in connection with, any Third-Party Vendor Financing Program or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedany Qualified Receivables Transaction.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or binding arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions to the Borrower in respect of its equity interests any Subsidiary’s Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer (other than lease) assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Surviving Debt existing as in effect on the Petition Datedate hereof, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; , (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions customary limitations on the disposition or distribution of assets or property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and asset sale or merger agreements agreements, options, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and other similar agreements agreements, which limitation is applicable only to the assets that are the subject of such agreements, (v) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such leasebusiness, license or other agreement; (vi) restrictions contained in securitization transactions Capitalized Leases or agreements relating to purchase money Debt, which restrictions are applicable only to the extent set forth in the documents evidencing such transactions property so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; purchased or leased, (vii) any agreement that amendscustomary restrictions in agreements evidencing Debt permitted under Sections 5.02(b)(vi) and (viii) which, extends, refinances, renews or replaces any agreement described in the foregoing clauses; providedcase of clause (b)(vi), howeverrestrict such actions by Subsidiaries following an Event of Default thereunder, that the terms and conditions of (viii) restrictions imposed by law or by Governmental Authorities having supervisory authority over any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedSubsidiary.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) the New Notes, (iii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iii) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrowersuch Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; such Loan Party, (iv) any agreement evidencing debt purchase money Debt permitted by Section 5.02(a)(iii5.02(b)(iii) solely to the extent that imposes restrictions the agreement or instrument governing such Debt prohibits a Lien on the property acquired; acquired with the proceeds of such Debt, (v) any Capitalized Lease permitted by reason Section 5.02(b)(iv) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (vi) restrictions imposed by Gaming Authorities on the payment of dividends by entities holding Gaming Licenses, (vii) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, provided that such restrictions or encumbrances relate only to the assets (or Capital Stock of an entity directly or indirectly owning such assets) being sold pursuant to these contracts and such sale is permitted pursuant to Section 5.02(e), (viii) customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into so long as the related joint venture or Investment is permitted pursuant to Section 5.02(f), and (ix) customary restrictions in the ordinary course of business connection with Debt permitted under Section 5.02(b) so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth customary in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject market for similar types of such securitization transactions; Debt for issuers or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions borrowers of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedsimilar credit quality.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments Investments in, the Borrower Company or any Restricted Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents and the Second Lien Loan Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iii) restrictions in agreements evidencing Indebtedness permitted by Section 5.02(b)(ii) that impose restrictions on the property so acquired (and any agreement in effect at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borroweraccessions and additions thereto and proceeds thereof); (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business; (v) restrictions that are or were created by virtue of any Transfer of, agreement to Transfer or option or right with respect to any assets or not otherwise prohibited under this Agreement; (vi) restrictions contained in agreements or documents evidencing Debt or other obligations permitted by Section 5.02(b)(viii) so long as any such encumbrance or restriction applies only the Foreign Subsidiary issuing such Indebtedness or other obligation; (vii) restrictions imposed on a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restrictions were not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary and only to the extent applying to such Subsidiary; (viii) restrictions under or in connection with any joint venture agreements, partnership agreement, agreements regarding the sale of Equity Interests and other similar agreements; provided that (A) any such agreements are entered into in the ordinary course of business and in good faith, and (B) such restrictions are reasonably customary for such agreements; (ix) under any agreement, instrument or contract affecting property or a Person at the time such property or Person was acquired by the Company or any of its Restricted Subsidiaries, so long as such restrictions do restriction relates solely to the property or Person so acquired and was not extend to assets other than those that are the subject created in connection with or in anticipation of such lease, license or other agreementacquisition; (vix) existing by virtue of, or arising under, applicable law, regulation, order, approval, license, permit, grant or similar restriction, in securitization transactions to the extent each case issued or imposed by a Governmental Authority; and (xi) set forth in Schedule 5.02(m) to the documents evidencing such transactions so long as such restrictions do not extend to assets other than those Disclosure Letter or that are result from the subject refinancing or extension of such securitization transactionsSurviving Debt; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, provided that the terms and conditions restrictions existing under or by reason of any such agreement agreement, instrument or contract are not materially less favorable favorable, taken as a whole, to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than that those under or pursuant to the agreement amended, evidencing the Debt being refinanced or extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Material Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Material Subsidiaries (x) to create or permit to exist any Lien on any of its property or (y) to declare or pay NYDOCS02/1129523.1 dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Material Subsidiary of the Borrower Company (whether including through a covenant restricting dividends, loans, asset transfers or investments, investments or a financial covenant or otherwisewhich has the effect thereof), except (i) as provided in this Agreement or in restrictions, limitations, conditions and prohibitions existing on the DIP Term Loan Facility DocumentsRestatement Date, (ii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement or instrument evidencing Debt existing on the Petition DateRestatement Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations conditions and prohibitions are no more restrictive than those set forth in such existing indentures, agreements or instruments, (iii) any agreement in effect at the time a Person first became a Material Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Material Subsidiary of the Borrower; Company, (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason consisting of customary provisions restricting assignments, licensesassignment, subletting or other transfers contained in leases, licenses, licenses and joint venture agreements, purchase and sale or merger agreements ventures and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license license, joint venture or other agreement; , (v) restrictions with respect to any asset or Subsidiary of the Company pending the close of the sale of such asset or such Subsidiary, (vi) in securitization transactions any restriction or encumbrance on the transfer of any assets subject to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or Liens permitted by Section 5.02(a), (vii) any agreement that amendsrestriction or encumbrance imposed by applicable law, extendsregulation, refinancescourt order, renews rule or replaces any agreement described in decree (including at the foregoing clauses; provided, however, that the terms and conditions direction of any such agreement are not materially less favorable to regulatory agency or department), or (viii) restrictions, limitations, conditions and prohibitions imposed in respect of the Loan Parties types of assets subject to, and any other restrictions consisting of customary provisions in connection with, any Third-Party Vendor Financing Program or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedany Qualified Receivables Transaction.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments Investments in, the Borrower or any Restricted Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents and the Second Lien Loan Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iii) restrictions in agreements evidencing Indebtedness permitted by Section 5.02(b)(ii) that impose restrictions on the property so acquired (and any agreement in effect at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borroweraccessions and additions thereto and proceeds thereof); (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business; (v) restrictions that are or were created by virtue of any Transfer of, agreement to Transfer or option or right with respect to any assets or not otherwise prohibited under this Agreement; (vi) restrictions contained in agreements or documents evidencing Debt or other obligations permitted by Section 5.02(b)(viii) so long as any such encumbrance or restriction applies only the Foreign Subsidiary issuing such Indebtedness or other obligation; (vii) restrictions imposed on a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restrictions were not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Restricted Subsidiary or was acquired by the Borrower or a Restricted Subsidiary and only to the extent applying to such Subsidiary; (viii) restrictions under or in connection with any joint venture agreements, partnership agreement, agreements regarding the sale of Equity Interests and other similar agreements; provided that (A) any such agreements are entered into in the ordinary course of business and in good faith, and (B) such restrictions are reasonably customary for such agreements; (ix) under any agreement, instrument or contract affecting property or a Person at the time such property or Person was acquired by the Borrower or any of its Restricted Subsidiaries, so long as such restrictions do restriction relates solely to the property or Person so acquired and was not extend to assets other than those that are the subject created in connection with or in anticipation of such lease, license or other agreementacquisition; (vix) existing by virtue of, or arising under, applicable law, regulation, order, approval, license, permit, grant or similar restriction, in securitization transactions to the extent each case issued or imposed by a Governmental Authority; and (xi) set forth in Schedule 5.02(m) to the documents evidencing such transactions so long as such restrictions do not extend to assets other than those Disclosure Letter or that are result from the subject refinancing or extension of such securitization transactionsSurviving Debt; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, provided that the terms and conditions restrictions existing under or by reason of any such agreement agreement, instrument or contract are not materially less favorable favorable, taken as a whole, to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than that those under or pursuant to the agreement amended, evidencing the Debt being refinanced or extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility DocumentsAgreement, (ii) any agreement or instrument evidencing Debt existing on the Petition DateEffective Date (as amended, modified, supplemented or replaced, or subject to a Permitted Refinancing, in each case to the extent such restrictions are not expanded in scope), (iii) any agreement in effect at the time a Person first became a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; or (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly No Loan Party shall, directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries Subsidiary to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower any Loan Party or any Subsidiary of the Borrower a Loan Party (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (ia) as provided in this Agreement or in the DIP Term Loan Facility DocumentsAgreement, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iiib) any agreement in effect at the time a Person first became a Subsidiary of the Borrowera Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; a Loan Party, (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (vc) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; , (vid) in any securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; , or (viie) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that clauses so long as the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders Credit Parties with respect to such dividend and payment restrictions than those under or pursuant to the agreement that is amended, extended, refinanced, renewed or replaced.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests Equity Interests or repay or prepay any Debt owed to, make loans or advances Loans to, or otherwise transfer assets to or make investments invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) [reserved], (iii) any agreement or instrument evidencing Debt existing on the Petition DateSurviving Debt, (iiiiv) any agreement in effect at the time a Person first became such Subsidiary becomes a Subsidiary of the Borrowersuch Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; such Loan Party, (ivv) any agreement evidencing debt purchase money Debt permitted by Section 5.02(a)(iii5.02(b)(iii) solely to the extent that imposes restrictions the agreement or instrument governing such Debt prohibits a Lien on the property acquired; acquired with the proceeds of such Debt, (vvi) any Capitalized Lease permitted by reason Section 5.02(b)(iv) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (vii) restrictions imposed by Gaming Authorities on the payment of dividends by entities holding Gaming Licenses, (viii) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, provided that such restrictions or encumbrances relate only to the assets (or Capital Stock of an entity directly or indirectly owning such assets) being sold pursuant to these contracts and such sale is permitted pursuant to Section 5.02(e), (ix) customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into so long as the related joint venture or Investment is permitted pursuant to Section 5.02(f), and (x) customary restrictions in the ordinary course of business connection with Debt permitted under Section 5.02(b) so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth customary in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject market for similar types of such securitization transactions; Debt for issuers or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions borrowers of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replacedsimilar credit quality.