Common use of Subsidiary Covenants Clause in Contracts

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation owed to Parent Guarantor or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor or any other Subsidiary, or merge, consolidate with or liquidate into the Parent Guarantor or any other Subsidiary.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (i) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other SubsidiaryCredit Party, (iii) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other SubsidiaryCredit Party, or (iv) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other SubsidiaryCredit Party, except (A) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, and (3) agreements with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting or mergetransfer provisions in leases, consolidate licenses and other contracts entered into in the ordinary course of business, (C) customary restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (F) any restriction existing under any agreement of a Person acquired as a Subsidiary in a transaction permitted hereby; provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the Person or assets so acquired, (G) agreements with respect to Indebtedness secured by Liens permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness, (H) any encumbrance or liquidate into restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2), (E), (F) or (G) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2), (E), (F) or (G) of this covenant or this clause (H); provided, however, that the Parent Guarantor encumbrances and restrictions contained in any such refinancing agreement or amendment, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined by the Administrative Agent) and (I) any other encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. Parent and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor the Parent, the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent Guarantor Parent, the Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Parent, the Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (a) this Agreement and the other Loan Documents, consolidate with (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or liquidate into 16.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent Guarantor or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

Subsidiary Covenants. Except as set forth on Schedule 7.3(n), and except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries existing on the Transaction Closing Date and permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement7.3(b), or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other Subsidiary, or merge, consolidate with or liquidate into the Parent Guarantor Company or any other Subsidiary.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. USI and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor USI, the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in USI, the Parent Guarantor Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to USI, the Parent Guarantor Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (a) this Agreement and the other Loan Documents, consolidate with (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or liquidate into the Parent Guarantor 16.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of USI or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by USI and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by USI or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of USI’s capital stock that have been repurchased by USI and held in treasury.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with (iii) the 2008 Senior Notes, the 2009 Senior Notes, the 2013 Senior Notes and any other senior (unsubordinated) credit, loan or liquidate into borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the Parent Guarantor foregoing and in a principal amount equal to or greater than $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other Subsidiarycontracts restricting the assignment thereof, (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture and (xi) restrictions and conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such agreement to create, incur or permit a Lien on such intellectual property.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (a) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (b) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (c) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (d) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (i) this Agreement, consolidate with the other Loan Documents, the Note Purchase Agreements and the Receivables Purchase Documents, (ii) customary provisions restricting subletting or liquidate into assignment of any lease governing any leasehold interest of the Parent Guarantor Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any licensing agreement or other Subsidiarycontract entered into by Borrower and its Subsidiaries in the ordinary course of business, (iv) restrictions on the transfer of any asset pending the close of the sale of such asset (provided such restrictions apply only to the asset that is to be sold and such sale is permitted hereunder), (v) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (vi) agreements binding on Property or Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into in contemplation of such Permitted Acquisition or such Investment and not applicable to any Person other than the Person acquired, or to any Property other than the Property so acquired, and (vii) customary provisions restricting Liens on assets of and interests in joint ventures.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Borrower or Subsidiary Guarantor to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Borrower or any Subsidiary Guarantor to pay dividends or make any other distribution on its stock or redemption of its stock, (or make any other Restricted Payment) to the Company or any other Borrower or Subsidiary Guarantor, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other SubsidiaryBorrower or Subsidiary Guarantor, make loans or advances or other Investments in the Parent Guarantor Company or any other SubsidiaryBorrower or Subsidiary Guarantor, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiaryBorrower or Subsidiary Guarantor other than pursuant to: (i) applicable law; (ii) this Agreement or the other Loan Documents; (iii) restrictions imposed by the holder of a Lien permitted by Section 7.3(C); (iv) restrictions set forth in any agreement providing for the disposition of property (so long as such prohibition or restraint relates only to the property to be disposed of); (v) so long as such restriction is not, in the good faith judgment of the Company, more restrictive than those required for comparable Indebtedness incurred by comparable entities, any such restriction set forth in any other agreement pursuant to which Indebtedness of the Company or any Subsidiary may be outstanding at any time (and any comparable restrictions in any document governing any Indebtedness incurred to refinance any of the foregoing, so long as such restrictions are, in the good faith judgment of the Company, no more restrictive than those applicable to the Indebtedness being refinanced); provided, however, that (1) if such restriction is in respect of Liens, such restriction relates to the property securing such Indebtedness, if any, or mergeif such restriction arises in respect of unsecured Indebtedness, consolidate such restriction is general in nature and does not specifically reference the Secured Obligations as those which shall not be secured by any Lien granted by the Company or its Subsidiaries; (2) if such restriction is in respect of paying Indebtedness, such restriction in no way prohibits or limits the payment of any Secured Obligations; and (3) if such restriction is in respect of dividends, distributions or intercompany transfers (including, without limitation, loans, advances, guarantees, Investments, other Restricted Payments, sales, transfers and other conveyances), such restriction is not more limiting, restrictive or prohibitive in any material respect than those set forth in this Agreement; (vi) restrictions set forth in any real property lease agreement, license or joint venture agreement to the extent that such prohibition or restraint relates only to the property which is the subject of such instrument and would not reasonably be expected to result in a Material Adverse Effect; (vii) any agreement, note, indenture or other instrument in connection with purchase money Indebtedness (including Capitalized Leases) for which the related Liens are permitted hereunder to the extent that such prohibition or liquidate restraint relates only to the assets or property obtained with the proceeds of such Indebtedness; or (viii) restrictions set forth in any Contractual Obligation with respect to (x) restrictions in favor of any holder of Indebtedness permitted hereunder but solely to the extent such restriction relates to the property financed by or the subject of such Indebtedness, (y) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, and (z) customary provisions restricting assignment or transfer of any agreement entered into in the Parent Guarantor or any other Subsidiaryordinary course of business.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (a) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (b) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (c) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (d) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (i) this Agreement, consolidate with the other Loan Documents, the Note Purchase Agreements and the Receivables Purchase Documents, (ii) customary provisions restricting subletting or liquidate into assignment of any lease governing any leasehold interest of the Parent Guarantor Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any licensing agreement or other Subsidiarycontract entered into by Borrower and its Subsidiaries in the ordinary course of business, (iv) restrictions on the transfer of any asset pending the close of the sale of such asset, (v) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (vi) agreements binding on Property or Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into in contemplation of such Permitted Acquisition or such Investment and not applicable to any Person other than the Person acquired, or to any Property other than the Property so acquired, and (vii) customary provisions restricting Liens on assets of and interests in joint ventures.

Subsidiary Covenants. Except for No Borrower will, or will permit any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and of its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions other than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Project Finance Subsidiary, so long as it was not entered into in connection with a Non-Material Subsidiary or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor will not, and will not permit any Subsidiary an SPC to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary or Non-Material Subsidiary or SPC (i) to pay dividends or make any other distribution on its stock or redemption of its common stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or sellby this Agreement or the Union Electric Credit Agreement (or restrictions and conditions imposed under refinancings or replacements of the Union Electric Credit Agreement that are substantially the same as those imposed by the Union Electric Credit Agreement) or the documents governing AERG Permitted Debt (or restrictions and conditions imposed under refinancings or replacements of AERG Permitted Debt that are substantially the same as those imposed by such documents), transfer (b) restrictions and conditions existing as of the Closing Date, in each case as identified on Schedule 3 (without giving effect to any amendment or otherwise convey modification expanding the scope of any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization, (d) restrictions and conditions in agreements or arrangements entered into by Electric Energy, Inc. regarding the payment of dividends or the making of other distributions with respect to shares of its property capital stock (without giving effect to any amendment or modification expanding the scope of any such restrictions or conditions) and (e) customary restrictions and conditions contained in agreements relating to the Parent Guarantor or any other Subsidiarysale of a Subsidiary pending such sale, or merge, consolidate with or liquidate into provided that such restrictions and conditions apply only to the Parent Guarantor or any other SubsidiarySubsidiary that is to be sold and such sale is permitted hereunder.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries (other than Excluded Subsidiaries) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor a Loan Party or any other Subsidiary, Subsidiary or make loans or advances or other Investments investments in the Parent Guarantor any Loan Party or any other SubsidiarySubsidiary except for any encumbrances or restrictions existing under or by reason of: (1) applicable Law; (2) this Agreement or the other Loan Documents; (3) customary net worth provisions of any lease, license or other contract; (4) any agreement or other instrument of a Person acquired by Parent or a Subsidiary in a Permitted Acquisition and that was in existence at the time of such Permitted Acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or sellthe properties or assets of any Person, transfer other than the Person or otherwise convey any the property or assets of its property the Person so acquired; (5) agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date; (6) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Subsidiary; (7) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; or (8) an agreement governing Indebtedness incurred to refinance or replace the Indebtedness issued, assume or incurred pursuant to an agreement referred to in clause (2), (4) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not, in the aggregate, materially less favorable, taken as a whole, to Parent Guarantor as determined by the Board of Directors of Parent in its reasonable and good faith judgment than the provisions relating to such encumbrance or any other Subsidiaryrestriction contained in agreements referred to in such clause (2), (4) or merge, consolidate with or liquidate into the Parent Guarantor or any other Subsidiary(6).

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with (iii) the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes and any other senior (unsubordinated) credit, loan or liquidate into borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the Parent Guarantor foregoing and in a principal amount equal to or greater than $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other Subsidiarycontracts restricting the assignment thereof, (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture and (xi) restrictions and conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such agreement to create, incur or permit a Lien on such intellectual property.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (i) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except (A) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, and (3) agreements with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture Documents, (B) customary non-assignment, subletting or mergetransfer provisions in leases, consolidate licenses and other contracts entered into in the ordinary course of business, (C) customary restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (F) any restriction existing under any agreement of a Person acquired as a Subsidiary in a transaction permitted hereby; provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the Person or assets so acquired, (G) agreements with respect to Indebtedness secured by Liens permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness, (H) any encumbrance or liquidate into restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H) and (I) any encumbrance or restriction on assets of a Rabbi Trust or a Rabbi Trust Subsidiary; provided, however, that the Parent Guarantor encumbrances and restrictions contained in any such refinancing agreement or any other Subsidiaryamendment, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined by the Administrative Agent).

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with (iii) the Senior Notes, the 2008 Senior Notes, the Revolving Credit Facility and any other senior (unsubordinated) credit, loan or liquidate into borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the Parent Guarantor foregoing and in a principal amount equal to or greater than $25,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other Subsidiary.assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction,

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrowers will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor a Borrower or any other Subsidiary, Subsidiary or make loans or advances or other Investments in the Parent Guarantor any Borrower or any other SubsidiarySubsidiary except for any encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order (including agreements with regulatory authorities); (2) this Agreement or the other Loan Documents; (3) customary net worth provisions of any lease, license or other contract; (4) any agreement or other instrument of a Person acquired by Parent or a Subsidiary in an Acquisition permitted hereby and that was in existence at the time of such Acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or sellthe properties or assets of any Person, transfer other than the Person or otherwise convey any the property or assets of its property the Person so acquired; (5) agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date; (6) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Subsidiary; (7) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; or (8) an agreement governing Indebtedness incurred to refinance or replace the Indebtedness issued, assume or incurred pursuant to an agreement referred to in clause (2), (4) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not, in the aggregate, materially less favorable, taken as a whole, to Parent Guarantor as determined by the Board of Directors of Parent in its reasonable and good faith judgment than the provisions relating to such encumbrance or any other Subsidiaryrestriction contained in agreements referred to in such clause (2), (4) or merge, consolidate with or liquidate into the Parent Guarantor or any other Subsidiary(6).

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries (other than Excluded Subsidiaries) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than Excluded Subsidiaries) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor a Loan Party or any other Subsidiary, Subsidiary or make loans or advances or other Investments investments in the Parent Guarantor any Loan Party or any other SubsidiarySubsidiary except for any encumbrances or restrictions existing under or by reason of: (1) applicable Law; (2) this Agreement or the other Loan Documents; (3) customary net worth provisions of any lease, license or other contract; (4) any agreement or other instrument of a Person acquired by Parent or a Subsidiary in a Permitted Acquisition and that was in existence at the time of such Permitted Acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or sellthe properties or assets of any Person, transfer other than the Person or otherwise convey any the property or assets of its property the Person so acquired; (5) agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date; (6) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Subsidiary; (7) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture and the provisions of the Runco LLC Agreement; or (8) an agreement governing Indebtedness incurred to refinance or replace the Indebtedness issued, assume or incurred pursuant to an agreement referred to in clause (2), (4) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not, in the aggregate, materially less favorable, taken as a whole, to Parent Guarantor as determined by the Board of Directors or any other Subsidiarysenior management of Parent in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or merge, consolidate with or liquidate into the Parent Guarantor or any other Subsidiary(6).

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Each Borrower will not, and will not permit any of its Subsidiaries other than a Project Finance Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary (i) to pay dividends or make any other distribution on its stock or redemption of its common stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or sellby this Agreement, transfer (b) restrictions and conditions existing on the date hereof, in each case as identified on Schedule 3 (without giving effect to any amendment or otherwise convey modification expanding the scope of any such restriction or condition), (c) restrictions on dividends on the capital stock of Union Electric entered into in connection with future issuances of subordinated capital income securities, to the extent the same are not more restrictive than those benefiting the holders of Union Electric’s existing 7.69% Subordinated Capital Income Securities, (d) restrictions and conditions in agreements or arrangements entered into by (1) Electric Energy, Inc. regarding the payment of dividends or the making of other distributions with respect to shares of its property capital stock or (2) Gateway Energy WGK Project, L.L.C., in each case, without giving effect to any amendment or modification expanding the scope of any such restriction or condition, (e) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization, and (f) customary restrictions and conditions contained in agreements relating to the Parent Guarantor or any other Subsidiarysale of a Subsidiary pending such sale, or merge, consolidate with or liquidate into provided that such restrictions and conditions apply only to the Parent Guarantor or any other SubsidiarySubsidiary that is to be sold and such sale is permitted hereunder.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock stock, redeem or redemption of repurchase its stock, or make any other Restricted Paymentsimilar payment or distribution, pay any Indebtedness or other obligation owed to the Parent Guarantor or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor or any other Subsidiary, or to sell, transfer or otherwise convey any of its property to the Parent Guarantor or any other Subsidiary, Subsidiary or merge, consolidate with or liquidate into the Parent Guarantor or any other SubsidiarySubsidiary other than pursuant to (i) this Agreement, the Parent Credit Agreement, any Permitted Financing Facility or, prior to the Spin-Off Date, the Term Loan Credit Agreement; provided, however, that the restrictions in a Permitted Financing Facility shall be no more adverse to the Lenders than the provisions set forth in this Agreement and in any event (x) shall not prohibit any Subsidiary from paying dividends or making any other distribution on its stock to, redeem or repurchase its stock from, or making any other similar payment or distribution to, the Borrower or the Parent, and (y) shall not prohibit the Parent or any Subsidiary from paying any Indebtedness or other obligation owed to, making loans or advances or other Investments in, selling, transferring or otherwise conveying any of its property to, or merge, consolidate with or liquidating into, the Borrower or the Parent, all as established by the Borrower and the Parent to the reasonable satisfaction of the Administrative Agent and (ii) any Permitted Receivables Facility Documents.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (a) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (b) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (c) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (d) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (i) this Agreement, consolidate with the other Loan Documents, the Note Purchase Agreements and the Receivables Purchase Documents, (ii) customary provisions restricting subletting or liquidate into assignment of any lease governing any leasehold interest of the Parent Guarantor Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any licensing agreement or other Subsidiarycontract entered into by Borrower and its Subsidiaries in the ordinary course of business, (iv) restrictions on the transfer of any asset pending the close of the sale of such asset, (v) restrictions on the transfer of any assets subject to a Lien permitted by Section ‎6.15, (vi) agreements binding on Property or Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into in contemplation of such Permitted Acquisition or such Investment and not applicable to any Person other than the Person acquired, or to any Property other than the Property so acquired, and (vii) customary provisions restricting Liens on assets of and interests in joint ventures.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary other than a Project Finance Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary other than a Project Finance Subsidiary (i) to pay dividends or make any other distribution on its stock or redemption of its common stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, or (iii) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, in each case, other than (a) restrictions and conditions imposed by law or sellby this Agreement or the Five-Year Multi-Borrower Credit Agreement, transfer (b) restrictions and conditions existing on the Restatement Effective Date, in each case as identified on Schedule 3 (without giving effect to any amendment or otherwise convey modification expanding the scope of any such restriction or condition), (c) restrictions on dividends on the capital stock of Union Electric entered into in connection with future issuances of subordinated capital income securities, to the extent the same are not more restrictive than those benefiting the holders of Union Electric’s existing 7.69% Subordinated Capital Income Securities, (d) restrictions and conditions in agreements or arrangements entered into by (1) Electric Energy, Inc. regarding the payment of dividends or the making of other distributions with respect to shares of its property capital stock or (2) Gateway Energy WGK Project, L.L.C., in each case, without giving effect to any amendment or modification expanding the scope of any such restriction or condition, and (e) customary restrictions and conditions contained in agreements relating to the Parent Guarantor or any other Subsidiarysale of a Subsidiary pending such sale, or merge, consolidate with or liquidate into provided that such restrictions and conditions apply only to the Parent Guarantor or any other SubsidiarySubsidiary that is to be sold and such sale is permitted hereunder.

Subsidiary Covenants. Except for No Borrower will, or will permit any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and of its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions other than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Project Finance Subsidiary, so long as it was not entered into in connection with a Non-Material Subsidiary or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor will not, and will not permit any Subsidiary an SPC to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary or Non-Material Subsidiary or SPC (i) other than with respect to dividends payable by the Company to its shareholders, to pay dividends or make any other distribution on its stock or redemption of its common stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or sellby this Agreement, transfer the Ameren/UE Agreement (or otherwise convey restrictions and conditions imposed under refinancings or replacements of the Ameren/UE Agreement that are substantially the same as those imposed by the Ameren/UE Agreement), the CILCORP Pledge Agreement or the documents governing Resources Permitted Debt, (b) restrictions and conditions existing on the date hereof, in each case as identified on Schedule 3 (without giving effect to any amendment or modification expanding the scope of its property any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization, and (d) customary restrictions and conditions contained in agreements relating to the Parent Guarantor or any other Subsidiarysale of a Subsidiary pending such sale, or merge, consolidate with or liquidate into provided that such restrictions and conditions apply only to the Parent Guarantor or any other SubsidiarySubsidiary that is to be sold and such sale is permitted hereunder.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (a) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (b) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (c) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (d) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (i) this Agreement, consolidate with the other Loan Documents, the Existing Loan Agreement, the Note Purchase Agreements and the Receivables Purchase Documents, (ii) customary provisions restricting subletting or liquidate into assignment of any lease governing any leasehold interest of the Parent Guarantor Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any licensing agreement or other Subsidiarycontract entered into by Borrower and its Subsidiaries in the ordinary course of business, (iv) restrictions on the transfer of any asset pending the close of the sale of such asset, (v) restrictions on the transfer of any assets subject to a Lien permitted by Section ‎6.15, (vi) agreements binding on Property or Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into in contemplation of such Permitted Acquisition or such Investment and not applicable to any Person other than the Person acquired, or to any Property other than the Property so acquired, and (vii) customary provisions restricting Liens on assets of and interests in joint ventures.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (a) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (b) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (c) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (d) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (i) this Agreement, consolidate with the other Loan Documents, the Existing Loan Agreement, the Note Purchase Agreements and the Receivables Purchase Documents, (ii) customary provisions restricting subletting or liquidate into assignment of any lease governing any leasehold interest of the Parent Guarantor Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any licensing agreement or other Subsidiarycontract entered into by Borrower and its Subsidiaries in the ordinary course of business, (iv) restrictions on the transfer of any asset pending the close of the sale of such asset, (v) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (vi) agreements binding on Property or Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into in contemplation of such Permitted Acquisition or such Investment and not applicable to any Person other than the Person acquired, or to any Property other than the Property so acquired, and (vii) customary provisions restricting Liens on assets of and interests in joint ventures.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with (iii) the Senior Notes, the 2008 Senior Notes, the 2009 Senior Notes, the Revolving Credit Facility, the 2008 Term Loan Facility and any other senior (unsubordinated) credit, loan or liquidate into borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the Parent Guarantor foregoing and in a principal amount equal to or greater than $25,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other Subsidiarycontracts restricting the assignment thereof, (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture and (xi) restrictions and conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such agreement to create, incur or permit a Lien on such intellectual property.

Subsidiary Covenants. Except for No Borrower will, or will permit any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and of its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions other than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Project Finance Subsidiary, so long as it was not entered into in connection with a Non-Material Subsidiary or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor will not, and will not permit any Subsidiary an SPC to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary or Non-Material Subsidiary or SPC (i) to pay dividends or make any other distribution on its stock or redemption of its common stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or sellby this Agreement or the Union Electric Credit Agreement (or restrictions and conditions imposed under refinancings or replacements of the Union Electric Credit Agreement that are substantially the same as those imposed by the Union Electric Credit Agreement), transfer (b) restrictions and conditions existing as of the Restatement Effective Date, in each case as identified on Schedule 3 (without giving effect to any amendment or otherwise convey modification expanding the scope of any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization and/or any Approved Cost Recovery Bond transaction, (d) restrictions and conditions in agreements or arrangements entered into by Electric Energy, Inc. regarding the payment of dividends or the making of other distributions with respect to shares of its property capital stock (without giving effect to any amendment or modification expanding the scope of any such restrictions or conditions) and (e) customary restrictions and conditions contained in agreements relating to the Parent Guarantor or any other Subsidiarysale of a Subsidiary pending such sale, or merge, consolidate with or liquidate into provided that such restrictions and conditions apply only to the Parent Guarantor or any other SubsidiarySubsidiary that is to be sold and such sale is permitted hereunder.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. USI and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor USI, the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in USI, the Parent Guarantor Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to USI, the Parent Guarantor Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (a) this Agreement and the other Loan Documents, consolidate with (b) documents governing Indebtedness permitted under Sections 6.14.2, 6.14.11, 6.14.12 or liquidate into the Parent Guarantor 6.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of USI or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by USI and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by USI or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of USI’s capital stock that have been repurchased by USI and held in treasury.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any of its Subsidiaries other than a Project Finance Subsidiary or Non-Material Subsidiary or SPC to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary or Non-Material Subsidiary or an SPC (i) to pay dividends or make any other distribution on its stock or redemption of its common stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other SubsidiarySubsidiary of the Borrower, or (iii) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other SubsidiarySubsidiary of the Borrower, in each case, other than (a) restrictions and conditions imposed by law or sellby this Agreement, transfer (b) restrictions and conditions existing on the date hereof, in each case as identified on Schedule 3 (without giving effect to any amendment or otherwise convey modification expanding the scope of any such restriction or condition), (c) restrictions on dividends on the capital stock of Union Electric entered into in connection with future issuances of subordinated capital income securities, to the extent the same are not more restrictive than those benefiting the holders of Union Electric’s existing 7.69% Subordinated Capital Income Securities, (d) restrictions and conditions in agreements or arrangements entered into by (1) Electric Energy, Inc. regarding the payment of dividends or the making of other distributions with respect to shares of its property capital stock or (2) Gateway Energy WGK Project, L.L.C., in each case, without giving effect to any amendment or modification expanding the scope of any such restriction or condition, (e) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization, and (f) customary restrictions and conditions contained in agreements relating to the Parent Guarantor or any other Subsidiarysale of a Subsidiary pending such sale, or merge, consolidate with or liquidate into provided that such restrictions and conditions apply only to the Parent Guarantor or any other SubsidiarySubsidiary that is to be sold and such sale is permitted hereunder.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with (iii) the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes and any other senior (unsubordinated) credit, loan or liquidate into borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the Parent Guarantor foregoing and in a principal amount equal to or greater than $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary 97 restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other Subsidiarycontracts restricting the assignment thereof, (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture and (xi) restrictions and conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such agreement to create, incur or permit a Lien on such intellectual property.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with (iii) the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes and any other senior (unsubordinated) credit, loan or liquidate into borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the Parent Guarantor foregoing and in a principal amount equal to or greater than $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other Subsidiarycontracts restricting the assignment thereof, (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture and (xi) restrictions and conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such agreement to create, incur or permit a Lien on such intellectual property.

Subsidiary Covenants. Except for No Borrower will, or will permit any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and of its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in other than any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Project Finance Subsidiary, so long as it was not entered into in connection with Non-Material Subsidiary or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor will not, and will not permit any Subsidiary SPC) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) (i) to pay dividends or make any other distribution on its stock or redemption of its common stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or sellby this Agreement or the Union Electric Credit Agreement (or restrictions and conditions imposed under refinancings or replacements of the Union Electric Credit Agreement that are substantially the same as those imposed by the Union Electric Credit Agreement), transfer (b) restrictions and conditions existing as of the Restatement Effective Date, in each case as identified on Schedule 2 (without giving effect to any amendment or otherwise convey modification expanding the scope of any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization and/or any Approved Cost Recovery Bond transaction, (d) restrictions and conditions in agreements or arrangements entered into by Electric Energy, Inc. regarding the payment of dividends or the making of other distributions with respect to shares of its property capital stock (without giving effect to any amendment or modification expanding the scope of any such restrictions or conditions) and (e) customary restrictions and conditions contained in agreements relating to the Parent Guarantor or any other Subsidiarysale of a Subsidiary pending such sale, or merge, consolidate with or liquidate into provided that such restrictions and conditions apply only to the Parent Guarantor or any other SubsidiarySubsidiary that is to be sold and such sale is permitted hereunder.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of following permitted elsewhere under this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (a) to pay dividends or make any other distribution on its stock or redemption of its stockother ownership interests, or make any other Restricted Payment, (b) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Restricted Subsidiary, (c) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, Restricted Subsidiary or (d) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Restricted Subsidiary, in each case, other than (i) restrictions imposed by this Agreement, (ii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, assets, Capital Stock or mergeother equity interests pending such sale, consolidate provided that such restrictions and conditions apply only to the Subsidiary, assets, Capital Stock or other equity interests that is to be sold and such sale shall be permitted hereunder, (iii) restrictions imposed on Foreign Subsidiaries by agreements relating to Indebtedness permitted to be incurred under Section 7.15.11 to the extent such restrictions are limited to such Foreign Subsidiaries and their property and assets, (iv) restrictions on cash or other deposit or net worth requirements imposed by customers or contracts entered into in the ordinary course of business or restrictions imposed by applicable law, (v) restrictions imposed by the holder of a Lien permitted by Section 7.19, solely on the transfer of assets subject thereto, (vi) any encumbrance or restriction with respect to a Restricted Subsidiary of the Borrower pursuant to an agreement relating to any Indebtedness issued or liquidate into incurred by such Restricted Subsidiary on or prior to the Parent Guarantor date on which such Restricted Subsidiary became a Restricted Subsidiary of the Borrower or was acquired by the Borrower and outstanding on such date, (vii) any other Subsidiarysuch encumbrance or restriction consisting of customary non-assignment provisions in leases, licenses, joint venture agreements or similar agreements, to the extent such provisions restrict the transfer of or interests in the lease, license, joint venture agreement or similar agreement, as applicable, and (viii) restrictions imposed by law or contained in agreements described on Schedule 7.22.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with (iii) the 2008 Senior Notes, the 2009 Senior Notes, the Term Loan Credit Facility and any other senior (unsubordinated) credit, loan or liquidate into borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the Parent Guarantor foregoing and in a principal amount equal to or greater than $25,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other Subsidiarycontracts restricting the assignment thereof, (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture and (xi) restrictions and conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such agreement to create, incur or permit a Lien on such intellectual property.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock stock, redeem or redemption of repurchase its stock, or make any other Restricted Paymentsimilar payment or distribution, pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, Subsidiary or merge, consolidate with or liquidate into the Parent Guarantor Borrower or any other SubsidiarySubsidiary other than pursuant to (i) this Agreement, the Term Loan Credit Agreement or any other Permitted Financing Facility; provided, however, that the restrictions in a Permitted Financing Facility shall be no more adverse to the Lenders than the provisions set forth in this Agreement and in any event (x) shall not prohibit any Subsidiary from paying dividends or making any other distribution on its stock to, redeem or repurchase its stock from, or making any other similar payment or distribution to, the Borrower or any Subsidiary Guarantor, and (y) shall not prohibit the Borrower or any Subsidiary from paying any Indebtedness or other obligation owed to, making loans or advances or other Investments in, selling, transferring or otherwise conveying any of its property to, or merge, consolidate with or liquidating into, the Borrower or any Subsidiary Guarantor, all as established by the Borrower to the reasonable satisfaction of the Administrative Agent and (ii) the Receivables Purchase Documents.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries (other than Excluded Subsidiaries) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than Excluded Subsidiaries) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor a Loan Party or any other Subsidiary, Subsidiary or make loans or advances or other Investments investments in the Parent Guarantor any Loan Party or any other SubsidiarySubsidiary except for any encumbrances or restrictions existing under or by reason of: (1) applicable Law; (2) this Agreement or the other Loan Documents; (3) customary net worth provisions of any lease, license or other contract; (4) any agreement or other instrument of a Person acquired by Parent or a Subsidiary in a Permitted Acquisition and that was in existence at the time of such Permitted Acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or sellthe properties or assets of any Person, transfer other than the Person or otherwise convey any the property or assets of its property the Person so acquired; (5) agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date; (6) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Subsidiary; (7) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; or (8) an agreement governing Indebtedness incurred to refinance or replace the Indebtedness issued, assume or incurred pursuant to an agreement referred to in clause (2), (4) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not, in the aggregate, materially less favorable, taken as a whole, to Parent Guarantor as determined by the Board of Directors or any other Subsidiarysenior management of Parent in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or merge, consolidate with or liquidate into the Parent Guarantor or any other Subsidiary(6).

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with (iii) the 2008 Senior Notes, the 2009 Senior Notes, the Revolving Credit Facility and any other senior (unsubordinated) credit, loan or liquidate into borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the Parent Guarantor foregoing and in a principal amount equal to or greater than $25,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other Subsidiarycontracts restricting the assignment thereof, (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture and (xi) restrictions and conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such agreement to create, incur or permit a Lien on such intellectual property.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (i) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except (A) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, (3) the Senior Unsecured Notes Documents, the Senior Secured Notes Documents and agreements with respect to Indebtedness permitted by this Agreement containing provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Notes Documents or mergeSenior Secured Notes Documents, consolidate (B) customary non- assignment, subletting or transfer provisions in leases, licenses and other contracts entered into in the ordinary course of business, (C) customary restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (F) any restriction existing under any agreement of a Person acquired as a Subsidiary in a transaction permitted hereby; provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the Person or assets so acquired, (G) agreements with respect to Indebtedness secured by Liens permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness and (H) any encumbrance or liquidate into restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H); provided, however, that the Parent Guarantor encumbrances and restrictions contained in any such refinancing agreement or any other Subsidiaryamendment, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined by the Administrative Agent).

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (a) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (b) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (c) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (d) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except for such encumbrances or mergerestrictions existing under or by reason of (i) this Agreement, consolidate with the other Loan Documents, the Existing Credit Agreement, the Note Purchase Agreements and the Receivables Purchase Documents, (ii) customary provisions restricting subletting or liquidate into assignment of any lease governing any leasehold interest of the Parent Guarantor Borrower or any of its Subsidiaries, (iii) customary provisions restricting assignment of any licensing agreement or other Subsidiarycontract entered into by Borrower and its Subsidiaries in the ordinary course of business, (iv) restrictions on the transfer of any asset pending the close of the sale of such asset, (v) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (vi) agreements binding on Property or Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into in contemplation of such Permitted Acquisition or such Investment and not applicable to any Person other than the Person acquired, or to any Property other than the Property so acquired, and (vii) customary provisions restricting Liens on assets of and interests in joint ventures.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to Parent Guarantor the Company or any other Subsidiary, make loans or advances or other Investments in the Parent Guarantor Company or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Parent Guarantor Company or any other SubsidiarySubsidiary other than pursuant to (i) applicable law, (ii) this Agreement or mergethe other Loan Documents, consolidate with or liquidate into (iii) the Parent Guarantor Senior Notes, (iv) restrictions imposed by the holder of a Lien permitted by Section 7.3(C), (v) restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to any securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other Subsidiarycontracts restricting the assignment thereof and (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such agreement to create, incur or permit a Lien on the equity interests in the joint venture.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (i) to pay dividends or make any other distribution on its stock or redemption of its stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent Guarantor Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent Guarantor Borrower or any other Subsidiary, except (A) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, (3) the Senior Unsecured Notes Documents and agreements with respect to Indebtedness permitted by this Agreement containing provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Notes Documents, (B) customary non-assignment, subletting or mergetransfer provisions in leases, consolidate licenses and other contracts entered into in the ordinary course of business, (C) customary restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (F) any restriction existing under any agreement of a Person acquired as a Subsidiary in a transaction permitted hereby; provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the Person or assets so acquired, (G) agreements with respect to Indebtedness secured by Liens permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness and (H) any encumbrance or liquidate into restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H); provided, however, that the Parent Guarantor encumbrances and restrictions contained in any such refinancing agreement or any other Subsidiaryamendment, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined by the Administrative Agent).

Subsidiary Covenants. Except for No Borrower will, or will permit any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and of its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions other than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Project Finance Subsidiary, so long as it was not entered into in connection with a Non-Material Subsidiary or in contemplation of such Person becoming a Subsidiary, the Parent Guarantor will not, and will not permit any Subsidiary an SPC to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary other than a Project Finance Subsidiary or Non-Material Subsidiary or SPC (i) other than with respect to dividends payable by the Company to its shareholders, to pay dividends or make any other distribution on its stock or redemption of its common stock, or make any other Restricted Payment, (ii) to pay any Indebtedness or other obligation owed to Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the Parent Guarantor such Borrower or any other SubsidiarySubsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or sellby this Agreement, transfer the New Union Electric Credit Agreement or otherwise convey the New Genco Credit Agreement (or restrictions and conditions imposed under refinancings or replacements of the New Union Electric Credit Agreement or the New Genco Credit Agreement that are substantially the same as those imposed by the New Union Electric Credit Agreement or the New Genco Credit Agreement) or the documents governing Resources Permitted Debt (or restrictions and conditions imposed under refinancings or replacements of Resources Permitted Debt that are substantially the same as those imposed by such documents), (b) restrictions and conditions existing as of the Closing Date, in each case as identified on Schedule 3 (without giving effect to any amendment or modification expanding the scope of its property any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements governing a Permitted Securitization, and (d) customary restrictions and conditions contained in agreements relating to the Parent Guarantor or any other Subsidiarysale of a Subsidiary pending such sale, or merge, consolidate with or liquidate into provided that such restrictions and conditions apply only to the Parent Guarantor or any other SubsidiarySubsidiary that is to be sold and such sale is permitted hereunder.