Common use of Restrictions on Subsidiaries Clause in Contracts

Restrictions on Subsidiaries. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted Subsidiary or pay any liabilities owed to Holdings, Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings, Borrower or any Restricted Subsidiary; (c) transfer any of its properties or assets to Holdings, Borrower or any Restricted Subsidiary; provided, however, that this Section shall not apply to encumbrances or restrictions: (1) existing under, by reason of or with respect to any agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in such other agreements, as the case may be, as in effect on the Closing Date; Table of Contents (2) set forth in this Agreement; (3) existing under, by reason of or with respect to applicable law; (4) with respect to any Person or the property or assets of a Person acquired by Borrower or any of its Restricted Subsidiaries existing at the time of such acquisition and not 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 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, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) in the case of clause (c) above: (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) 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 or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect to the Disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Restrictions on Subsidiaries. Holdings and Borrower shall not, and shall not permit Permit any Restricted Wholly Owned Subsidiary to, directly to enter into any agreement which prohibits or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on restricts the ability of any Restricted such Subsidiary to: to (ai) pay dividends or make any other distributions on its Capital Stock (Equity Interests or with respect to any other interest or participation in, or measured by, its profits) to Holdings, owned by the Borrower or any Restricted Subsidiary of its Subsidiaries, or pay any liabilities Indebtedness owed to Holdings, the Borrower or any Restricted Subsidiary; of its Subsidiaries, (bii) make loans or advances to Holdings, the Borrower or any Restricted Subsidiary; of its Subsidiaries or (ciii) transfer any of its properties or assets to Holdings, the Borrower or any Restricted Subsidiary; providedof its Wholly Owned Subsidiaries, however, that this Section shall not apply to except for such encumbrances or restrictions: (1) restrictions existing under, under or by reason of: 56 61 (A) the terms of or with respect to any agreements in effect on this Agreement and the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, terms of Additional Buildout Indebtedness provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness terms are no more restrictive, taken as a whole, restrictive than those contained in such other agreements, as the case may be, as in effect on the Closing Date; Table of Contents (2) set forth in this Agreement; , (3B) existing under, by reason of or with respect to applicable law; , (4C) with respect to any Person or the property or assets of a Person acquired by Borrower or any of its Restricted Subsidiaries existing at the time of such acquisition and not 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 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, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) customary non-assignment provisions entered into in the case ordinary course of clause business and consistent with past practices, (cD) above: (i) that restrict in a customary manner the subletting, assignment or transfer terms of any purchase money obligations for property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) arising or agreed to acquired in the ordinary course of business, not relating but only to the extent that such purchase money obligations restrict or prohibit the transfer of the property so acquired and (E) any Indebtednessencumbrance or restriction existing under any agreement which refinances or replaces the agreements for Additional Buildout Indebtedness described in clause (A); provided, that the terms and that do notconditions of any such encumbrances or restrictions contained in any such agreement referred to in this clause (E) constitute no greater encumbrance or restriction on the ability of any Subsidiary to pay dividends or make distributions, individually make loans or in the aggregate, detract from the value of property advances or transfer properties or assets of Holdings, Borrower other than those under or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect pursuant to the Disposition agreement evidencing the Indebtedness or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessobligations refinanced.

Restrictions on Subsidiaries. Holdings and Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any of its Restricted Subsidiary Subsidiaries or pay any liabilities owed to Holdings, Borrower or any of its Restricted SubsidiarySubsidiaries; (b) make loans or advances to Holdings, Borrower or any of its Restricted Subsidiary;Subsidiaries; or (c) transfer any of its properties or assets to Holdings, Borrower or any of its Restricted SubsidiarySubsidiaries; provided, however, that this Section shall not apply to encumbrances or restrictions: (1) existing under, by reason of or with respect to any agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements replacement or refinancings or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in such other agreements, as the case may be, as in effect on the Closing Date; Table of Contents; (2) set forth in this Agreement; (3) existing under, by reason of or with respect to applicable law; (4) with respect to any Person or the property or assets of a Person acquired by Borrower or any of its Restricted Subsidiaries existing at the time of such acquisition and not 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 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, replacements replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) in the case of clause (c) above: (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement; or (iii) 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 or assets of Holdings, Borrower or any Restricted Subsidiary thereof in any manner material to Holdings, Borrower or any Restricted SubsidiarySubsidiary thereof; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Dispositiondisposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect to the Disposition disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings the Executive Committee determines in good faith shall not adversely affect Borrower’s 's ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Restrictions on Subsidiaries. Holdings and Borrower shall not, and shall not permit Permit any Restricted Wholly Owned Subsidiary to, directly to enter into any agreement which prohibits or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on restricts the ability of any Restricted such Subsidiary to: to (ai) pay dividends or make any other distributions on its Capital Stock (Equity Interests or with respect to any other interest or participation in, or measured by, its profits) to Holdings, owned by Borrower or any Restricted Subsidiary of its Subsidiaries, or pay any liabilities Indebtedness owed to Holdings, Borrower or any Restricted Subsidiary; of its Subsidiaries, (bii) make loans or advances to Holdings, Borrower or any Restricted Subsidiary; of its Subsidiaries or (ciii) transfer any of its properties or assets to Holdings, Borrower or any Restricted Subsidiary; providedof its Wholly Owned Subsidiaries, however, that this Section shall not apply to except for such encumbrances or restrictions: (1) restrictions existing under, under or by reason of: (A) the terms of or with respect to any agreements in effect on this Agreement and the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, terms of Additional Buildout Indebtedness provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness terms are no more restrictive, taken as a whole, restrictive than those contained in such other agreements, as the case may be, as in effect on the Closing Date; Table of Contents (2) set forth in this Agreement; , (3B) existing under, by reason of or with respect to applicable law; (4) with respect to any Person or the property or assets of a Person acquired by Borrower Globalstar Bank Agreement or any of its Restricted Subsidiaries existing at the time of such acquisition and not 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 and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereofReplacement Globalstar Bank Agreement, provided that the encumbrances terms and conditions of any such prohibitions or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings the Replacement Globalstar Bank Agreement are no not more restrictive, taken as a whole, restrictive than those in effect on the date of the acquisition; (5) contained in the case Globalstar Bank Agreement, (C) applicable law, (D) customary non-assignment provisions entered into in the ordinary course of clause business and consistent with past practices, (cE) above: (i) that restrict in a customary manner the subletting, assignment or transfer terms of any purchase money obligations for property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) arising or agreed to acquired in the ordinary course of business, not relating but only to the extent that such purchase money obligations restrict or prohibit the transfer of the property so acquired and (F) any Indebtednessencumbrance or restriction existing under any agreement which refinances or replaces the agreements for Additional Buildout Indebtedness described in clause (A); provided, that the terms and that do notconditions of any such encumbrances or restrictions contained in any such agreement referred to in this clause (F) constitute no greater encumbrance or restriction on the ability of any Subsidiary to pay dividends or make distributions, individually make loans or in the aggregate, detract from the value of property advances or transfer properties or assets of Holdings, Borrower other than those under or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect pursuant to the Disposition agreement evidencing the Indebtedness or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessobligations refinanced.

Restrictions on Subsidiaries. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to, directly Except for restrictions contained in this Agreement or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on its Capital Stock (or agreement with respect to Indebtedness of any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted Subsidiary or pay any liabilities owed to Holdings, Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings, Borrower or any Restricted Subsidiary; (c) transfer any of its properties or assets to Holdings, Borrower or any Restricted Subsidiary; provided, however, that this Section shall not apply to encumbrances or restrictions: (1) existing under, by reason of or with respect to any agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in such other agreements, as the case may be, permitted hereunder as in effect on the Closing Date; Table of Contents (2) set forth in this Agreement; (3) existing underdate hereof, by reason of there are no contractual or with respect to applicable law; (4) with respect to consensual restrictions on any Person or the property or assets of a Person acquired by Borrower or any of its Restricted Subsidiaries, binding on any Borrower, any of its Subsidiaries existing at the time or any of such acquisition and not incurred in connection with or in contemplation of such acquisitiontheir respective assets, 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 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, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date hereof which prohibit or otherwise restrict (a) the transfer of cash or other assets (i) between any Borrower and any of its Subsidiaries or (ii) between any Subsidiaries of any Borrower or (b) the acquisition; (5) ability of any Borrower or any of its Subsidiaries to incur Indebtedness or grant security interests to Agent or any Lender in the case of clause (c) aboveCollateral, except: (i) that restrict in a restrictions pursuant to customary manner the subletting, provisions restricting subletting or assignment or transfer of any property lease governing any leasehold interest of any Borrower or asset that is a lease (including any Subsidiary and pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or assetanti-assignment provisions contained in contracts; (ii) existing by virtue of restrictions contained in agreements governing or relating to any transfer oflien or security interest permitted hereunder or the obligations secured thereby, agreement provided that such restriction, condition or prohibition relates solely to transfer, option the assets or right with respect to, property subject to such lien or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; orsecurity interest; (iii) arising or agreed pursuant to customary provisions contained in the ordinary course of business, not relating license agreements for Intellectual Property licensed by third parties to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdingsof its Subsidiaries which restrict the sublicensing, Borrower pledge, transfer or any Restricted Subsidiaryassignment of the licensee’s rights thereunder; (6iv) existing under, by reason of or with respect customary restrictions on asset transfers and liens under asset sale agreements relating solely to any agreement for the assets subject to such sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary disposition pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect to the Disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loansdisposition; and (9v) restrictions on cash contained in agreements relating to any Indebtedness of Foreign Subsidiaries permitted hereunder; provided, that such restriction or other deposits or net worth imposed by customers under contracts entered into in prohibition shall only apply to the ordinary course of businessForeign Subsidiary incurring such Indebtedness and such Foreign Subsidiary’s assets.

Restrictions on Subsidiaries. Holdings and (a) Borrower shall notnot create or suffer to exist or allow any Subsidiary to create or suffer to exist, and shall not permit any Restricted Subsidiary toencumbrance or restriction which, directly or indirectly, create prohibits or permit to exist or become effective any consensual encumbrance or restriction on otherwise restricts the ability of any Restricted Subsidiary to: to (ai) pay dividends Dividends or make any other distributions on its Capital Stock (or with respect pay any Indebtedness owed to any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted Subsidiary or pay any liabilities owed to HoldingsSubsidiary, Borrower or any Restricted Subsidiary; (bii) make loans or advances to Holdings, Borrower or any Restricted Subsidiary; Subsidiary or (ciii) transfer any of its properties or assets to Holdings, Borrower or any Restricted Subsidiary; provided, however, that this Section shall not apply to other than encumbrances or restrictionsrestrictions existing under or by reason of: (1A) existing under, by reason the Credit Documents; (B) applicable law; (C) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (D) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to (i) an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement or (ii) as required by any agreements bare boat charter; (E) Any other encumbrance or restriction in effect on the Closing Date and any amendmentsrefinancing, modificationsextension or renewal thereof, restatementsso long as such refinancing, renewals, extensions, supplements, refundings, replacements extension or refinancings thereof including renewal is no more restrictive than that existing on the Closing Date; (F) Permitted Liens and other Liens permitted to exist under the Credit Documents and any Permitted Refinancing Indebtedness, provided that documents or instruments governing the encumbrances and restrictions in terms of any Indebtedness or other obligations secured by any such amendmentsLiens; provided, modificationshowever, restatements, renewals, extensions, supplements, refundings, replacements that such prohibitions or refinancings restrictions apply only to the assets subject to such Liens; (G) encumbrances or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in restrictions on property of any Subsidiary which do not restrict the ability of such other agreements, as Subsidiary to transfer the case may be, as property subject to such encumbrances or restrictions; and (H) any encumbrances or restrictions pursuant to an agreement in effect on the Closing Date; Table of Contents (2) set forth in this Agreement; (3) existing under, by reason of or with respect to applicable law; (4) with respect to any Person or the property or assets of a Person date on which such Subsidiary was acquired by Borrower or any of its Restricted Subsidiaries existing at the time of Subsidiary (provided that such acquisition and encumbrance or restriction was not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is ). (b) Borrower shall not applicable permit any Subsidiary to any Person or the properties or assets of any Person, other than the Personincur, or the property become liable for, directly or assets of the Personindirectly, 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, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) in the case of clause (c) above: Indebtedness for borrowed money unless (i) that restrict in a customary manner such Indebtedness is non-recourse to the sublettingBorrower and all other Subsidiaries, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option such Indebtedness is permitted under Section 8.03(b) hereof; or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) arising or agreed to such Subsidiary guarantees the Obligations equally and ratably with such Indebtedness of the Subsidiary by executing a guaranty agreement in the ordinary course form of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect to the Disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessExhibit 8.04(b).

Restrictions on Subsidiaries. Holdings and (a) Borrower shall notnot create or suffer to exist or allow any Subsidiary to create or suffer to exist, and shall not permit any Restricted Subsidiary toencumbrance or restriction which, directly or indirectly, create prohibits or permit to exist or become effective any consensual encumbrance or restriction on otherwise restricts the ability of any Restricted Subsidiary to: to (ai) pay dividends Dividends or make any other distributions on its Capital Stock (or with respect pay any Indebtedness owed to any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted Subsidiary or pay any liabilities owed to HoldingsSubsidiary, Borrower or any Restricted Subsidiary; (bii) make loans or advances to Holdings, Borrower or any Restricted Subsidiary; Subsidiary or (ciii) transfer any of its properties or assets to Holdings, Borrower or any Restricted Subsidiary, other than encumbrances or restrictions existing under or by reason of: (A) the Credit Documents; (B) applicable law; (C) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (D) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to (i) an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement or (ii) as required by any bare boat charter; (E) the Senior Secured Notes and the Security Documents or any other encumbrance or restriction in effect on the Second Amended and Restated Effectiveness Date, each as in effect on the Second Amended and Restated Effectiveness Date, and any refinancing, extension or renewal thereof so long as such refinancing, extension or renewal is no more restrictive than (x) with respect to the Senior Secured Notes and all documents related thereto, including, without limitation, the Security Documents, this Agreement or (y) with respect to any other encumbrance or restriction, that existing on the Second Amended and Restated Effectiveness Date; (F) Permitted Liens and other Liens permitted to exist under the Credit Documents and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided, however, that this Section shall such prohibitions or restrictions apply only to the assets subject to such Liens; (G) encumbrances or restrictions on property of any Subsidiary which do not apply restrict the ability of such Subsidiary to transfer the property subject to such encumbrances or restrictions:; and (1H) existing under, by reason of any encumbrances or with respect restrictions pursuant to any agreements an agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions in any date on which such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in such other agreements, as the case may be, as in effect on the Closing Date; Table of Contents (2) set forth in this Agreement; (3) existing under, by reason of or with respect to applicable law; (4) with respect to any Person or the property or assets of a Person Subsidiary was acquired by Borrower or any of its Restricted Subsidiaries existing at the time of Subsidiary (provided that such acquisition and encumbrance or restriction was not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is ). (b) Borrower shall not applicable permit any Subsidiary to any Person or the properties or assets of any Person, other than the Personincur, or the property become liable for, directly or assets of the Personindirectly, 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, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) in the case of clause (c) above: Indebtedness for borrowed money unless (i) that restrict in a customary manner such Indebtedness is non-recourse to the sublettingBorrower and all other Subsidiaries, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option such Indebtedness is permitted under Section 8.03(b) hereof; or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) arising or agreed to such Subsidiary guarantees the Obligations equally and ratably with such Indebtedness of the Subsidiary by executing a guaranty agreement in the ordinary course form of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect to the Disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessExhibit 8.04(b).

Restrictions on Subsidiaries. Holdings and Borrower shall not, and The Guarantor shall not permit any Restricted Subsidiary toto enter into, directly or indirectly, create incur or permit to exist any agreement or become effective any consensual encumbrance other arrangement that prohibits, restricts or restriction on the ability of any Restricted Subsidiary to:limits (a) pay the amount of dividends or make any other distributions on its Capital Stock (or with respect to any other interest of its Equity Interests that may be paid by such Subsidiary to the Guarantor or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted another Subsidiary or pay any liabilities owed to Holdings, Borrower or any Restricted Subsidiary;of the Guarantor, (b) make the amount of loans that may be made by such Subsidiary to the Guarantor or advances to Holdings, Borrower or any Restricted Subsidiary;another Subsidiary of the Guarantor, (c) the amount of payments by such Subsidiary on Indebtedness owing by such Subsidiary of the Guarantor to the Guarantor or another Subsidiary, or (d) the ability of such Subsidiary to transfer any of its properties or assets to Holdings, Borrower the Guarantor or any Restricted Subsidiary; providedother Subsidiary of the Guarantor, however, that this Section shall not apply to encumbrances or restrictionsother than: (1i) existing underrestrictions imposed under an agreement for the sale of all of the Equity Interests in a Subsidiary or for the sale of a substantial part of the assets of such Subsidiary, in either case to the extent permitted hereunder and pending the consummation of such sale, (ii) restrictions set forth in the AGCO Credit Agreement, the 2036 Senior Subordinated Notes Documents and the Senior Debt Documents as of the effective date of such documents and any similar restrictions set forth in documents governing Indebtedness permitted under Article 6.06D of the Finance Contract and Article 5.17 of this Deed of Guarantee and Indemnity, (iii) restrictions imposed by reason applicable law, the Finance Contract or this Deed of or Guarantee and Indemnity, (iv) restrictions in any agreement with another Person relating to a joint venture conducted through a Subsidiary of the Guarantor in which such Person is a minority stockholder requiring the consent of such Person to the payment of dividends, (v) with respect to restrictions of the type described in clause (d) above, restrictions under agreements governing Indebtedness secured by a Lien not otherwise prohibited hereunder that limit the right of the debtor to dispose of the assets securing such Indebtedness, (vi) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (d) above on the property subject to such lease, (vii) customary anti-assignment provisions contained in agreements entered into in the ordinary course of business, (viii) customary subordination of subrogation, contribution and similar claims contained in guaranties permitted under AGCO Credit Agreement and hereunder, (ix) restrictions on the transfer, lease, or license of any agreements property or asset of the Guarantor or any Subsidiary in effect on the Closing Date date of this Deed of Guarantee and any amendmentsIndemnity that were entered into in the ordinary course of business, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in such other agreements, as the case may be, as in effect on the Closing Date; Table of Contentsand (2x) set forth in this Agreement; (3) encumbrances or restrictions existing under, by reason of or with respect to applicable law; (4) with respect to any Person or the property or assets of a such Person acquired by Borrower the Guarantor or any Subsidiary of its Restricted Subsidiaries existing at the time of Guarantor, provided that such encumbrances and restrictions were in existence immediately prior to such acquisition (and not incurred in connection with or created in contemplation of such acquisition, which encumbrance or restriction is thereof) and are not applicable to any Person or the properties property or assets of any Person, Person other than the Person, such acquired Person or the property or assets of the such acquired 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, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) in the case of clause (c) above: (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) 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 or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect to the Disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Restrictions on Subsidiaries. Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary (other than an Unrestricted Subsidiary) to, create or otherwise cause or suffer to exist any encumbrance or restriction which, directly or indirectly, create prohibits or permit to exist or become effective any consensual encumbrance or restriction on otherwise restricts the ability of any Restricted Subsidiary to: (other than an Unrestricted Subsidiary) to (a) pay dividends or make any other distributions on its Capital Stock (or with respect pay any Indebtedness owed to any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted Subsidiary or pay any liabilities owed to HoldingsSubsidiary, Borrower or any Restricted Subsidiary; (b) make loans or advances to Holdings, Borrower or any Restricted Subsidiary; Subsidiary or (c) transfer any of its properties or assets to Holdings, Borrower or any Restricted Subsidiary; provided, however, that this Section shall not apply to other than encumbrances or restrictions: (1) restrictions existing under, under or by reason of: (a) the Credit Documents; (b) applicable law; (c) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (d) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to (i) an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement or (ii) any agreements bare boat charter permitted by Section 8.08; (e) the Indenture and the Security Documents or any other encumbrance or restriction in effect on the Closing Date and any amendmentsEffectiveness Date, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in such other agreements, as the case may be, each as in effect on the Closing Effectiveness Date; Table of Contents , and any refinancing, extension or renewal thereof so long as such refinancing, extension or renewal is no more restrictive than (2x) set forth in this Agreement; (3) existing under, by reason of or with respect to applicable law; the Indenture and the Security Documents, this Agreement or (4y) with respect to any Person other encumbrance or restriction, that existing on the date hereof; (f) Permitted Liens and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; PROVIDED, HOWEVER, that such prohibitions or restrictions apply only to the assets subject to such Liens; (g) encumbrances or restrictions on property of any Subsidiary which do not restrict the ability of such Subsidiary to transfer the property subject to such encumbrances or assets of a Person restrictions; and (h) any encumbrances or restrictions pursuant to an agreement in effect on the date on which such Subsidiary was acquired by Borrower or any of its Restricted Subsidiaries existing at the time of Subsidiary (provided that such acquisition and encumbrance or restriction was not 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 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, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) in the case of clause (c) above: (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) 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 or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect to the Disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Restrictions on Subsidiaries. Holdings and (a) Borrower shall notnot create or suffer to exist or allow any Subsidiary to create or suffer to exist, and shall not permit any Restricted Subsidiary toencumbrance or restriction which, directly or indirectly, create prohibits or permit to exist or become effective any consensual encumbrance or restriction on otherwise restricts the ability of any Restricted Subsidiary to: to (ai) pay dividends Dividends or make any other distributions on its Capital Stock (or with respect pay any Indebtedness owed to any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted Subsidiary or pay any liabilities owed to HoldingsSubsidiary, Borrower or any Restricted Subsidiary; (bii) make loans or advances to Holdings, Borrower or any Restricted Subsidiary; Subsidiary or (ciii) transfer any of its properties or assets to Holdings, Borrower or any Restricted Subsidiary; provided, however, that this Section shall not apply to other than encumbrances or restrictionsrestrictions existing under or by reason of: (1A) existing under, by reason the Credit Documents; (B) applicable law; (C) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (D) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to (i) an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement or (ii) as required by any agreements bare boat charter; (E) Any other encumbrance or restriction in effect on the Closing Date and any amendmentsrefinancing, modificationsextension or renewal thereof, restatementsso long as such refinancing, renewals, extensions, supplements, refundings, replacements extension or refinancings thereof including renewal is no more restrictive than that existing on the Closing Date; (F) Permitted Liens and other Liens permitted to exist under the Credit Documents and any Permitted Refinancing Indebtedness, provided that documents or instruments governing the encumbrances and restrictions in terms of any Indebtedness or other obligations secured by any such amendmentsLiens; provided, modificationshowever, restatements, renewals, extensions, supplements, refundings, replacements that such prohibitions or refinancings restrictions apply only to the assets subject to such Liens; (G) encumbrances or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in restrictions on property of any Subsidiary which do not restrict the ability of such other agreements, as Subsidiary to transfer the case may be, as property subject to such encumbrances or restrictions; and (H) any encumbrances or restrictions pursuant to an agreement in effect on the Closing Date; Table of Contents (2) set forth in this Agreement; (3) existing under, by reason of or with respect to applicable law; (4) with respect to any Person or the property or assets of a Person date on which such Subsidiary was acquired by Borrower or any of its Restricted Subsidiaries existing at the time of Subsidiary (provided that such acquisition and encumbrance or restriction was not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is ). (b) Borrower shall not applicable permit any Subsidiary to any Person or the properties or assets of any Person, other than the Personincur, or the property become liable for, directly or assets of the Personindirectly, 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, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition; (5) in the case of clause (c) above: Indebtedness for borrowed money unless (i) that restrict in a customary manner such Indebtedness is non-recourse to the sublettingBorrower and all other Subsidiaries, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations), license, conveyance or contract or similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option such Indebtedness is permitted under SECTION 8.03(b) hereof; or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) arising or agreed to such Subsidiary guarantees the Obligations equally and ratably with such Indebtedness of the Subsidiary by executing a guaranty agreement in the ordinary course form of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiary; (6) existing under, by reason of or with respect to any agreement for the sale or other Disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Disposition; (7) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (8) existing under, by reason of or with respect to provisions with respect to the Disposition or distribution of assets or property, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table of Contents agreements, stock-sale and other similar agreements and which Board of Directors of Holdings determines in good faith shall not adversely affect Borrower’s ability to make payments of principal or interest payments on the Loans; and (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessEXHIBIT 8.04(b).

Restrictions on Subsidiaries. Holdings and The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to Holdings, Borrower or any Restricted Subsidiary or pay any liabilities owed to Holdings, Borrower or any Restricted SubsidiaryEquity Interests; (b) make loans or advances or pay any Indebtedness or other obligation owed to Holdings, the Borrower or any Restricted other Subsidiary;; or (c) transfer any of its properties or assets to Holdings, the Borrower or any Restricted other Subsidiary; provided, however, that this Section shall not apply to encumbrances or restrictionsexcept for: (1) encumbrances or restrictions existing under, under or by reason of applicable law, regulation or with respect to any agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof including any Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings or Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in such other agreements, as the case may be, as in effect on the Closing Date; Table of Contentsorder; (2) set forth in encumbrances or restrictions existing under this AgreementAgreement or the Senior Notes Document; (3) existing under, by reason non-assignment or subletting provisions of any contract or with respect to applicable lawany lease entered into in the ordinary course of business; (4) with respect encumbrances or restrictions existing under agreements existing on the Closing Date as in effect on that date; (5) restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien; (6) restrictions imposed under any agreement to sell assets (including capital stock) permitted under this Agreement to any Person or pending the property or assets of a Person acquired by Borrower or any of its Restricted Subsidiaries existing at the time closing of such acquisition and not incurred in connection with or in contemplation of such acquisitionsale; (7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired and acquired; (8) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided other agreement governing Indebtedness entered into after the Closing Date that the contains encumbrances and restrictions that are not, in the good faith judgment of the Borrower’s Board of Directors, materially more restrictive with respect to any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, Subsidiary than those in effect on the date of Closing Date with respect to that Subsidiary pursuant to agreements in effect on the acquisitionClosing Date; (59) customary provisions in the case of clause (c) above: (i) that restrict in a customary manner the sublettingpartnership agreements, assignment or transfer of any property or asset that is a lease (including pursuant to Capital Lease Obligations)shareholder agreements, licenselimited liability company organizational governance documents, conveyance or contract or joint venture agreements and other similar property or asset; (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (iii) arising or agreed to agreements entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in such partnership, not relating to any Indebtednesslimited liability company, and that do not, individually joint venture or in the aggregate, detract from the value of property or assets of Holdings, Borrower or any Restricted Subsidiary in any manner material to Holdings, Borrower or any Restricted Subsidiarysimilar Person; (610) existing under, by reason of or Purchase Money Indebtedness incurred in compliance with respect to any agreement for the sale or other Disposition of all or substantially all Section 7.02 that impose restrictions of the Capital Stock of, or property and nature described in clause (c) above on the assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other Dispositionacquired; (711) existing under restrictions on cash or other deposits or net worth imposed by customers suppliers or required by insurance, surety or bonding companies, in each case, landlords under contracts entered into in the ordinary course of business; (8) existing under, by reason 12) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under this Agreement; provided that any such encumbrances or with respect to provisions restrictions are ordinary and customary with respect to the Disposition or distribution type of assets or propertyIndebtedness being incurred under the relevant circumstances and do not, in each case contained in joint venture agreements, asset sale agreements, sale-lease back Table the good faith judgment of Contents agreements, stock-sale and other similar agreements and which the Board of Directors of Holdings determines in good faith shall not adversely affect the Borrower, materially impair the Borrower’s ability to make payments of principal or interest payments payment on the LoansLoans when due; and (913) any encumbrances or restrictions on cash or other deposits or net worth imposed by customers under contracts entered into any amendments, restatements, renewals, replacements, refundings or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) above or any amendments, restatements, renewals, replacements, refundings or refinancings thereof; provided that such amendments, restatements, renewals, replacements, refundings or refinancings are, in the ordinary course good faith judgment of businessthe Borrower’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment, restatement, renewal, replacement, refunding or refinancing.