Common use of Restrictions Affecting Subsidiaries Clause in Contracts

Restrictions Affecting Subsidiaries. Create or otherwise permit to exist any encumbrance or restriction (other than pursuant to this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make dividends or distributions to a Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary to make loans or advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any Subsidiary to guarantee the Indebtedness of Borrower or (iv) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing shall not apply to encumbrances or restrictions which (A) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into in the ordinary course of business, (B) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into in the ordinary course of business, (D) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Person.

Restrictions Affecting Subsidiaries. Create Enter into, or otherwise permit suffer to exist exist, any encumbrance Contractual Obligation with any Person, which prohibits or restriction limits the ability of any Material Subsidiary or any Subsidiary Guarantor (other than pursuant Special Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to this Agreement (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make dividends or distributions to a Loan Party or to otherwise transfer property to or invest in a Loan PartySubsidiary, (iib) of any Subsidiary to make loans or advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any Subsidiary to guarantee the Indebtedness of Borrower or (iv) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, other Subsidiary or (bc) requires transfer any of its properties or assets to the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such PersonBorrower or any other Subsidiary; provided, however, that the foregoing this Section 6.9 shall not apply to encumbrances or restrictions which (A) are customary provisions in joint venture agreements and other similar agreements any restrictions applicable to joint ventures permitted under Section 6.11 and applicable solely PHH Home Loans, LLC, pursuant to such joint venture entered into in the ordinary course of businessPHH Home Loans Mortgage Warehouse Facilities, (B) are customary any restrictions on leasesimposed by Applicable Law, subleasesincluding, licenses without limitation, any Applicable Law restricting payment of dividends or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject theretoother distributions by Atrium Insurance Corporation and its successors and assigns, (C) are customary anti-assignment provisions (i) any restrictions imposed by the Specified Senior Notes or (ii) any Indebtedness that refinances or replaces such notes or any future indenture pursuant to which Indebtedness of the Borrower is issued, in contracts restricting the assignment of any agreement entered into each case, which, in the ordinary course of businessaggregate, (D) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in materially more restrictive than the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by Specified Senior Notes or the subject of such Indebtedness2016 Notes, (I) arise under applicable law, (J) result from agreements in each case as in effect on the Closing Date and(as determined in good faith by a financial officer of the Borrower), if of a material nature, disclosed to Agent, and (D) any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive restriction with respect to such dividend and other payment restrictions than those contained a Subsidiary imposed pursuant to an agreement that has been entered into in those agreements on connection with the Closing Date, (K) result from any agreement for the sale or other disposition of all or substantially all of the equity Capital Stock or assets of a Person such Subsidiary, to the extent permitted by under this Agreement that restricts distributions by that Person pending such sale or other dispositionAgreement, (LE) pursuant any agreement governing any purchase money Liens or Capital Lease otherwise permitted hereby if the applicable restriction applies only to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing assets subject to such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased Liens or dischargedCapital Lease, (MF) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into any agreement in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist effect at the time such property Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party not entered into in contemplation of such Person becoming a Subsidiary and applies only to such Subsidiary and its property, (G) any instrument assumed in connection with any Acquisition permitted under Section 6.13, which restriction is not applicable to any Person, or the ordinary course properties or assets of business; provided any Person, other than the Person or the properties or assets of the Person so acquired,(H) Contractual Obligations relating to secured Indebtedness permitted pursuant to Section 6.1 (including financing through repurchase agreements) to the extent that such agreement prohibits the encumbrance of solely restrictions apply only to the property or assets securing such Indebtedness (or assets subject to such repurchase agreement refinancing) or (I) any restrictions imposed under any agreement containing a recourse obligation permitted under Section 6.1(p) of this Agreement to the extent such Person that are restrictions apply only to the asset subject of such agreement, to the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Personapplicable financing.

Restrictions Affecting Subsidiaries. Create The Borrower will not, and will not permit any of its Subsidiaries to, enter into, be bound by or otherwise permit suffer to exist any encumbrance or restriction (other than pursuant to this Agreement or any other Loan Document) that (a) limits on the ability (i) of any Subsidiary to make (a) pay dividends or make other distributions or pay any Debt or Indebtedness owed to a Loan Party the Borrower or to otherwise transfer property to or invest in a Loan Partyany Subsidiary, (iib) of any Subsidiary to make loans or advances to the Borrower or any Loan party or to pay any Indebtedness owed to a Loan PartySubsidiary, (iiic) transfer any of any Subsidiary its properties or assets to guarantee the Indebtedness of Borrower or any Subsidiary, (ivd) of any Loan Party to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Loan Partyits property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt or Indebtedness of the Borrower or another Subsidiary or (bf) requires suffer to exist any Lien on capital stock or other equity interests issued by it; except for any such encumbrance or restriction existing under or by reason of (i) any agreement in effect on the grant Effective Date as any such agreement is in effect on such date, (ii) this Agreement, (iii) any agreement with respect to Indebtedness of any Subsidiary permitted to be incurred under Section 6.02(b) or secured by a Lien permitted to secure an obligation of be incurred under Section 6.01(d) and provided such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing encumbrance or restriction shall not apply to encumbrances any assets of the Borrower or restrictions its Subsidiaries other than the assets of such Subsidiary subject to such Lien, (iv) any agreement binding upon such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such date and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than such Subsidiary, (Av) are customary provisions in joint venture agreements and restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi) applicable law, (vii) licenses or other similar agreements applicable agreements, including with respect to joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into property, in the ordinary course of business, business consistent with prior practice and (Bviii) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder any agreement binding upon such Subsidiary so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into in the ordinary course of business, (D) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that encumbrance or restriction is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such PersonAgreement.

Restrictions Affecting Subsidiaries. Create Directly or indirectly create or otherwise permit to exist any encumbrance or restriction (other than pursuant to this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make dividends or distributions Restricted Payments to a Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Restricted Subsidiary to make loans or advances to any Loan party Party or to pay any Indebtedness owed to a Loan Party, (iii) of any US Subsidiary to guarantee the Indebtedness of the Borrowers, (iv) of any Foreign Subsidiary to guarantee the Indebtedness of the Foreign Borrower or (ivv) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing shall not apply to encumbrances or restrictions which (A) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into in the ordinary course of businessventure, (B) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into in the ordinary course of businessagreement, (D) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereofthe Prepetition Senior Secured Note Indenture and related debt documents, (G) are contained in the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens of the type described in clause (a)(v) above contained in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens hereunder if such restriction applies only to the property financed by or the subject of such Indebtedness, (IH) arise under applicable lawLaws, (JI) result from agreements are applicable to permitted Government Grant Property or Tax Abatement Transactions as in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (J) are set forth on Schedule 6.15, (K) result from any agreement for are set forth in the sale applicable Financing Order or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant are existing on the Closing Date (other than with respect to Refinancing Indebtedness; provided that the restrictions contained Foreign Borrower) if the effect thereof, either individually or in the agreements governing such Refinancing Indebtedness are aggregate, could not reasonably be expected to be materially more restrictive, taken as a whole, than those contained in adverse to the agreements governing interests of the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder Agent or the proceeds thereof and does not extend to any other asset or property of such PersonLenders.

Restrictions Affecting Subsidiaries. Create Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise permit cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other than pursuant distributions to this Agreement Borrower or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make dividends interest or distributions to a Loan Party participation in, or to otherwise transfer property to measured by, its profits, or invest in a Loan Party, (ii) pay any indebtedness owed to Borrower or any of any Subsidiary to its Restricted Subsidiaries; (b) make loans or advances to Borrower or 84 Foothill/Agent Greyhound F6384-0813 91 any Loan party of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to pay Borrower or any Indebtedness owed to a Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restriction existing under or by reason of (1) Existing Indebtedness, (iii2) this Agreement or the other Loan Documents, (3) the Senior Notes, (4) applicable law, (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Subsidiary to guarantee Person, other than the Indebtedness of Borrower or (iv) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan PartyPerson, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (b6) requires the grant by reason of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing shall not apply to encumbrances or restrictions which (A) are customary non-assignment provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely to such joint venture leases entered into in the ordinary course of businessbusiness and consistent with past practices, (B7) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into purchase money obligations for property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the property or assets, (D) are 8) customary restrictions provisions in bona fide contracts for the disposition sale of any assets permitted by Section 6.4property or assets, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, or (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any 8) Permitted Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Person.

Restrictions Affecting Subsidiaries. Create Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise permit cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other than pursuant distributions to this Agreement Borrower or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make dividends interest or distributions to a Loan Party participation in, or to otherwise transfer property to measured by, its profits, or invest in a Loan Party, (ii) pay any indebtedness owed to Borrower or any of any Subsidiary to its Restricted Subsidiaries; (b) make loans or advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any Subsidiary to guarantee the Indebtedness of Borrower or (iv) any of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, its Restricted Subsidiaries; or (bc) requires the grant transfer any of a Lien its properties or assets to secure an obligation Borrower or any of its Restricted Subsidiaries, except for such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing shall not apply to encumbrances or restrictions existing under or by reason of (1) Existing Indebtedness, (2) this Agreement or the other Loan Documents, (3) the Senior Notes, (4) applicable law, (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (A6) are by reason of customary non-assignment provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely to such joint venture leases entered into in the ordinary course of businessbusiness and consistent with past practices, (B7) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into purchase money obligations for property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the property or assets, (D) are 8) customary restrictions provisions in bona fide contracts for the disposition sale of any assets permitted by Section 6.4property or assets, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, or (E9) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Permitted Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Person.

Restrictions Affecting Subsidiaries. Create Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise permit cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other than pursuant distributions to this Agreement Borrower or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make dividends interest or distributions to a Loan Party participation in, or to otherwise transfer property to measured by, its profits, or invest in a Loan Party, (ii) pay any indebtedness owed to Borrower or any of any Subsidiary to make its Restricted Schedule 1, Pg. 00 00 Xxxxxxxxxxxx; (x) xxxe loans or advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any Subsidiary to guarantee the Indebtedness of Borrower or (iv) any of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, its Restricted Subsidiaries; or (bc) requires the grant transfer any of a Lien its properties or assets to secure an obligation Borrower or any of its Restricted Subsidiaries, except for such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing shall not apply to encumbrances or restrictions existing under or by reason of (1) Existing Indebtedness, (2) this Agreement or the other Loan Documents, (3) the Senior Notes, (4) applicable law, (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (A6) are by reason of customary non-assignment provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely to such joint venture leases entered into in the ordinary course of businessbusiness and consistent with past practices, (B7) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into purchase money obligations for property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the property or assets, (D) are 8) customary restrictions provisions in bona fide contracts for the disposition sale of any assets permitted by Section 6.4property or assets, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, or (E9) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Permitted Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Person.

Restrictions Affecting Subsidiaries. Create The Borrower will not, and will not permit any of its Subsidiaries to, enter into, be bound by or otherwise permit suffer to exist any encumbrance or restriction (other than pursuant to this Agreement or any other Loan Document) that (a) limits on the ability (i) of any Subsidiary to make (a) pay dividends or make other distributions or pay any Debt or Indebtedness owed to a Loan Party the Borrower or to otherwise transfer property to or invest in a Loan Partyany Subsidiary, (iib) of any Subsidiary to make loans or advances to the Borrower or any Loan party or to pay any Indebtedness owed to a Loan PartySubsidiary, (iiic) transfer any of any Subsidiary its properties or assets to guarantee the Indebtedness of Borrower or any Subsidiary, (ivd) of any Loan Party to create, incur, assume or suffer to exist Liens on property any Lien upon any of such Loan Partyits property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt or Indebtedness of the Borrower or another Subsidiary or (bf) requires suffer to exist any Lien on capital stock or other equity interests issued by it; except for any such encumbrance or restriction existing under or by reason of (i) any agreement in effect on the grant Effective Date as any such agreement is in effect on such date, (ii) this Agreement, (iii) any agreement with respect to Indebtedness of any Subsidiary permitted to be incurred under Section 6.02(b) or secured by a Lien permitted to secure an obligation of be incurred under Section 6.01(d) and provided such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing encumbrance or restriction shall not apply to encumbrances any assets of the Borrower or restrictions its Subsidiaries other than the assets of such Subsidiary subject to such Lien, (iv) any agreement binding upon such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such date and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than such Subsidiary, (Av) are customary provisions in joint venture agreements and restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi) applicable law, (vii) licenses or other similar agreements applicable agreements, including with respect to joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into property, in the ordinary course of business, business consistent with prior practice and (Bviii) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder any agreement binding upon such Subsidiary so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into in the ordinary course of business, (D) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that encumbrance or restriction is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Person.Agreement. 57

Restrictions Affecting Subsidiaries. Create (a) Each Loan Party will not, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Agreement or any other Loan Document) that (a) limits on the ability (i) of any Subsidiary to make dividends or distributions to a Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary to make loans or advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any Subsidiary to guarantee the Indebtedness of Borrower or (iv) of any Loan Party to: (i) pay dividends or make any other distributions on its Equity Interests to create, incur, assume or suffer to exist Liens on property of such any Loan Party, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing priority of any preferred stock in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on Equity Interests shall not be deemed a restriction on the ability to make distributions on Equity Interests for purposes of this covenant; (ii) make loans or advances to, or pay any Indebtedness or other obligations owed to, any Loan Party (it being understood that the subordination of loans or advances made to any Loan Party to other Indebtedness incurred by any Loan Party shall not be deemed a restriction on the ability to make loans or advances); or (iii) transfer any of its properties or assets to any Loan Party. (b) The restrictions in Section 6.13(a) will not apply to encumbrances or restrictions which existing under or by reason of: (Ai) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into in the ordinary course of business, (B) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into in the ordinary course of business, (D) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date date of this Agreement (including, without limitation, the Term Loan Documents and the Incremental Term Loan Documents), and, if of a material naturein each case, disclosed to Agent, and any amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, refundings, replacements or refinancings of such agreements; those agreements or the Indebtedness to which they relate, provided that the amendments, modifications, restatements, modifications, renewals, supplements increases, supplements, refundings, replacements or refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Closing Datedate of this Agreement; (ii) this Agreement and the other Loan Documents; (iii) applicable laws; (iv) any instrument governing Indebtedness or Equity Interests of a Person acquired by any Loan Party or any of its Subsidiaries as in effect at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Agreement to be incurred; (Kv) result from Capitalized Lease Obligations, sale and leaseback transactions, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of Section 6.13(a); (vi) restrictions imposed under any agreement to sell Equity Interests or assets to any Person that imposes restrictions on that property of the nature described in clause (iii) of Section 6.13(a) pending the closing of such sale; (vii) any agreement for the sale or other disposition of the equity Stock or assets a Subsidiary of a Person permitted by this Agreement any Loan Party that restricts distributions by that Person Subsidiary pending such its sale or other disposition, ; (Lviii) pursuant to Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 6.2 that limit the right of the debtor to dispose of the assets subject to such Liens; (x) customary provisions in joint venture agreements, extendedpartnership agreements, renewedlimited liability company organizational documents, refundedshareholder agreements and other similar agreements entered into in the ordinary course of business or that have been approved by the Board that restrict the disposition or distribution of ownership interests in or assets of such joint venture, replacedpartnership, defeased limited liability company, corporation or dischargedsimilar Person; (xi) any agreement or instrument relating to any property or assets acquired after the date of this Agreement, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (Mxii) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, ; (Nxiii) encumbrances on property or restrictions contained in, or in respect of, Hedge Agreements permitted by under this Agreement from time to time; (xiv) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Parent determines in good faith that exist at any such encumbrance or restriction will not materially affect the time such Borrowers’ ability to make principal or interest payments on the Obligations of the Borrowers under this Agreement; (xv) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property was acquired by or assets of any Loan Parties or any Subsidiary thereof in any manner material to the Loan Parties or their Subsidiaries or any Subsidiary thereof; (Oxvi) restrictions in respect of the subletting, assignment or conditions contained in transfer of any trading, netting, operating, construction, service, supply, purchase property or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries asset that is a party lease, license, conveyance or contract or similar property or asset entered into in the ordinary course of business; provided that such ; (xvii) restrictions existing by virtue of any transfer of, agreement prohibits the encumbrance of solely to transfer, option or right with respect to, or Lien on, the property or assets of any Loan Party or any Subsidiary subject to such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does transaction not extend to otherwise prohibited by this Agreement; and (xviii) any other asset agreement governing Indebtedness of any Loan Party or property any Subsidiary that is permitted to be incurred under Section 6.1; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained (x) this Agreement, with respect to credit agreements or (y) the Term Loan Documents as in effect on the date of such Personthis Agreement, with respect to indentures or term loan B facilities.

Restrictions Affecting Subsidiaries. Create Directly or indirectly create or otherwise permit to exist any encumbrance or restriction (other than pursuant to this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make dividends or distributions Restricted Payments to a Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Restricted Subsidiary to make loans or advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any US Subsidiary to guarantee the Indebtedness of the Borrowers, (iv) of any Foreign Subsidiary to guarantee the Indebtedness of the Foreign Borrower or (ivv) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing shall not apply to encumbrances or restrictions which (A) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into in the ordinary course of businessventure, (B) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into in the ordinary course of businessagreement, (D) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents Senior Note Indenture and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens of the type described in clause (a)(v) above contained in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens hereunder if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable lawLaws, or (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed are applicable to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such PersonGovernment Grant Property.

Restrictions Affecting Subsidiaries. Create Each Loan Party will not, and will not permit any of its Subsidiaries to, enter into or otherwise permit to exist any encumbrance or restriction (other than pursuant to this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make dividends or distributions Restricted Payments to a any Loan Party or to otherwise transfer property to or invest in a any Loan Party, (ii) of any Subsidiary to make loans or advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any Subsidiary to guarantee the Indebtedness of Borrower any Loan Party or (iviii) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, Person; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, that the foregoing that, this Section 6.13 shall not apply to encumbrances or prohibit (i) restrictions which contained in any agreement in effect (A) (1) on the date hereof and set forth on Schedule 6.13 and (2) to the extent the restrictions permitted by clause (1) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any Refinancing Indebtedness in respect of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a) or (b) that are contained in such agreement or (B) at the time any Subsidiary becomes a Subsidiary of Parent, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of Parent, (ii) restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restriction was not entered into in contemplation of such Person becoming a Subsidiary, (iii) restrictions that are customary provisions in joint venture agreements and other similar agreements applicable to the assets and Equity Interests of joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into in the ordinary course of businessconstituting Permitted Investments, (Biv) are customary restrictions on leases, subleases, licenses or sublicenses asset sale agreements otherwise permitted hereunder hereby so long as such restrictions may relate solely to the assets subject thereto, (Cv) are customary anti-assignment provisions in contracts restricting the assignment of restrictions imposed by any agreement entered into in the ordinary course of business, (D) are customary restrictions in contracts for the disposition of relating to any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages Permitted Purchase Money Indebtedness or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in to the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary extent that such restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies apply only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending securing such sale Indebtedness or other disposition, (Lvi) pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) customary restrictions on cash subletting or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course assignment of business, (N) encumbrances on property permitted by this Agreement that exist at the time such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which lease governing a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Personleasehold interest.

Restrictions Affecting Subsidiaries. Create Enter into, or otherwise permit suffer to exist exist, any encumbrance Contractual Obligation with any Person, which prohibits or restriction limits the ability of any Material Subsidiary or any U.S. Facility Subsidiary Guarantor (other than pursuant Special Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to this Agreement (a) pay dividends or make other distributions or pay any Indebtedness owed to the Parent or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make dividends or distributions to a Loan Party or to otherwise transfer property to or invest in a Loan PartySubsidiary, (iib) of any Subsidiary to make loans or advances to the Parent or any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any other Subsidiary to guarantee the Indebtedness of Borrower or (ivc) transfer any of its properties or assets to the Parent or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Personother Subsidiary; provided, however, that the foregoing this Section 8.9 shall not apply to encumbrances or restrictions which (A) are customary provisions in joint venture agreements and other similar agreements any restrictions applicable to joint ventures permitted under Section 6.11 and applicable solely PHH Home Loans, LLC, pursuant to such joint venture entered into in the ordinary course of businessPHH Home Loans Mortgage Warehouse Facilities, (B) are customary any restrictions on leasesimposed by Applicable Law, subleasesincluding, licenses without limitation, any Applicable Law restricting payment of dividends or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject theretoother distributions by Atrium Insurance Corporation and its successors and assigns, (C) are customary anti-assignment provisions (i) any restrictions imposed by the Specified Senior Notes or (ii) any Indebtedness that refinances or replaces such notes or any future indenture pursuant to which Indebtedness of the Parent is issued, in contracts restricting the assignment of any agreement entered into each case, which, in the ordinary course of businessaggregate, (D) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in materially more restrictive than the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by Specified Senior Notes or the subject of such Indebtedness2016 Notes, (I) arise under applicable law, (J) result from agreements in each case as in effect on the Closing Date and(as determined in good faith by a financial officer of the Parent), if of a material nature, disclosed to Agent, and (D) any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive restriction with respect to such dividend and other payment restrictions than those contained a Subsidiary imposed pursuant to an agreement that has been entered into in those agreements on connection with the Closing Date, (K) result from any agreement for the sale or other disposition of all or substantially all of the equity Capital Stock or assets of a Person such Subsidiary, to the extent permitted by under this Agreement that restricts distributions by that Person pending such sale or other dispositionAgreement, (LE) pursuant any agreement governing any purchase money Liens or Capital Lease otherwise permitted hereby if the applicable restriction applies only to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing assets subject to such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased Liens or dischargedCapital Lease, (MF) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into any agreement in the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist effect at the time such property Subsidiary becomes a Subsidiary of the Parent, so long as such agreement was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party not entered into in contemplation of such Person becoming a Subsidiary and applies only to such Subsidiary and its property, (G) any instrument assumed in connection with any Acquisition permitted under Section 8.12, which restriction is not applicable to any Person, or the ordinary course properties or assets of business; provided any Person, other than the Person or the properties or assets of the Person so acquired, (H) Contractual Obligations relating to secured Indebtedness permitted pursuant to Section 8.1 (including financing through repurchase agreements) to the extent that such agreement prohibits the encumbrance of solely restrictions apply only to the property or assets securing such Indebtedness (or assets subject to such repurchase agreement refinancing) or (I) any restrictions imposed under any agreement containing a recourse obligation permitted under Section 8.1(o) of this Parent Guaranty to the extent such Person that are restrictions apply only to the asset subject of such agreement, to the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Personapplicable financing.

Restrictions Affecting Subsidiaries. Create Except as set forth on Schedule 7.18, enter into or otherwise permit to exist any encumbrance or restriction agreement (other than pursuant the Loan Documents) with any Person which prohibits or limits the ability of any of the Parent's direct or indirect Subsidiaries to this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make pay dividends or make other distributions or pay any Indebtedness owed to a Loan Party the Parent, the Borrower or to otherwise transfer property to or invest in a Loan Partyany Subsidiary, (iib) of any Subsidiary to make loans or advances to any Loan party the Parent, the Borrower or to pay any Indebtedness owed to a Loan Party, (iii) of any Subsidiary or (c) transfer any of its properties or assets to guarantee the Indebtedness of Parent, the Borrower or (iv) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such PersonSubsidiary; provided, provided that the foregoing shall not apply to: (i) any encumbrance or restriction with respect to encumbrances a Subsidiary pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary on or restrictions prior to the date on which such Subsidiary becomes a Subsidiary and not in anticipation thereof and which Indebtedness is outstanding on such date; (Aii) are customary provisions any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness referred to in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.11 and applicable solely clause (i) above or contained in any amendment or modification with respect to such joint venture entered into Indebtedness; provided that the encumbrances and restrictions contained in any such agreement, amendment or modification are no more restrictive in any material respect with respect to the matters referred to in clauses (a), (b) and (c) above than the encumbrances and restrictions with respect to the Indebtedness being refinanced, amended or modified; (iii) in the ordinary course case of businessclause (c) above, (B) are customary restrictions on leases, subleases, licenses or sublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment nonassignment provisions in contracts restricting the assignment of any leases governing a leasehold interest or of any supply, license or other agreement entered into in the ordinary course of business, business of the Parent or any Subsidiary; (Div) are customary restrictions in contracts for the disposition any encumbrance or restriction existing by reason of any assets permitted by Section 6.4, provided that the restrictions in any such contracts shall apply only to such assets that is to be disposed of, applicable Requirement of Law; or (Ev) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Secured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the definition of Permitted Liens if such restriction applies only to the property financed by or the subject of such Indebtedness, (I) arise under applicable law, (J) result from agreements in effect on the Closing Date and, if of a material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement for the sale or other disposition of the equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such sale or other disposition, (L) pursuant to Refinancing Indebtedness; provided that the restrictions contained in security agreements securing Indebtedness of a Subsidiary to the agreements governing extent such Refinancing Indebtedness and related Liens are not materially more restrictive, taken as a whole, than those contained in otherwise permitted hereunder and to the agreements governing extent such restrictions solely restrict the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or discharged, (M) restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in the ordinary course transfer of business, (N) encumbrances on property permitted by this Agreement that exist at the time subject to such property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Loan Party or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Person that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Personsecurity agreements.