Common use of Subsidiary Covenants Clause in Contracts

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective 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, (ii) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit Party, (iii) to make loans or advances or other Investments in the Borrower or any other Credit Party, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit 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 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, (H) any encumbrance or 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective 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, (ii) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1a) this Agreement and the other Loan Documents, (2b) agreements disclosed in Schedule 6.18, and (3) agreements with respect to documents governing Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)under Sections 16.14.11, 16.14.12 or 16.14.13, (iic) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Senior Unsecured IndentureParent or any of its Subsidiaries, (Bd) customary non-assignment, subletting provisions restricting assignment of any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by Parent and its Subsidiaries in the ordinary course of business, (Ce) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose of the sale of such asset, (Df) any restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by restrictions on the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time transfer 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 subject to 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 Lien permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness6.15, (Hg) any encumbrance or restriction pursuant entered into by a Subsidiary prior 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 encumbrances and restrictions contained in any date 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 Subsidiary was acquired by the Administrative Agent) and (I) any 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 assets the transfer of a Rabbi Trust or Rabbi Trust Subsidiaryany shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Borrower 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 (i) to pay dividends or make any other distribution on its stock or redemption of its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation owed to the Borrower Parent Guarantor or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Parent Guarantor or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Parent Guarantor or any other Credit PartySubsidiary, except (A) or merge, consolidate with or liquidate into the Parent Guarantor or 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 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, (H) any encumbrance or 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary.

Subsidiary Covenants. Except as set forth on Schedule 7.3(n), and except for any (a) encumbrance or restriction binding upon The Borrower 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 7.3(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 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 (i) to pay dividends or make any other distribution on its stock or redemption of its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary, except (A) or merge, consolidate with or liquidate into the Company or 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 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, (H) any encumbrance or 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary.

Subsidiary Covenants. The USI and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective 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, (ii) to pay any Indebtedness or other obligation owed to USI, the Borrower or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in USI, the Borrower or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to USI, the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1a) this Agreement and the other Loan Documents, (2b) agreements disclosed in Schedule 6.18, and (3) agreements with respect to documents governing Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)under Sections 16.14.11, 16.14.12 or 16.14.13, (iic) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting subletting or assignment of the Senior Unsecured Indentureany lease governing any leasehold interest of USI or any of its Subsidiaries, (Bd) customary non-assignment, subletting provisions restricting assignment of any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by USI and its Subsidiaries in the ordinary course of business, (Ce) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose of the sale of such asset, (Df) any restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by restrictions on the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time transfer 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 subject to 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 Lien permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness6.15, (Hg) any encumbrance or restriction pursuant entered into by a Subsidiary prior to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)the date such Subsidiary was acquired by USI or the Borrower, (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 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 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 assets the transfer of a Rabbi Trust or Rabbi Trust Subsidiaryany shares of USI’s capital stock that have been repurchased by USI and held in treasury.

Subsidiary Covenants. The No Borrower will, or will not, and will not permit any of its Subsidiaries other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC to, create or otherwise cause to become effective 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 common stock, (ii) to pay any Indebtedness or other obligation owed to the such Borrower or any other Credit PartySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the such Borrower or any other Subsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement or the Union Electric Credit Party, 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 (iv) to sell, transfer or otherwise convey any restrictions and conditions imposed under refinancings or replacements of its property to AERG Permitted Debt that are substantially the Borrower or any other Credit Party, except (A) any restriction existing under (1) the Loan Documentssame as those imposed by such documents), (2b) 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 any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements disclosed governing a Permitted Securitization, (d) restrictions and conditions in Schedule 6.18agreements or arrangements entered into by Electric Energy, and (3) agreements Inc. regarding the payment of dividends or the making of other distributions with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses shares of its capital stock (i), (iiwithout giving effect to any amendment or modification expanding the scope of any such restrictions or conditions) 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 transfer provisions in leases, licenses and other contracts entered into in the ordinary course of business, (Ce) customary restrictions and conditions 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 sale of a Subsidiary in a transaction permitted hereby; pending such sale, provided that such agreements existed at restrictions and conditions apply only to the time of Subsidiary that is to be sold and 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 sale is 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryhereunder.

Subsidiary Covenants. The Borrower 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 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, (ii) to pay any Indebtedness or other obligation Obligation owed to the Borrower a Loan Party or any other Credit Party, (iii) to Subsidiary or make loans or advances or other Investments investments in the Borrower any Loan Party or any other Credit Party, Subsidiary except for any encumbrances or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit Party, except (A) any restriction restrictions existing under or by reason of: (1) the Loan Documents, applicable Law; (2) agreements disclosed in Schedule 6.18, and this Agreement or the other Loan Documents; (3) agreements with respect to Indebtedness permitted by this Agreement setting forth customary net worth provisions described in clauses of any lease, license or other contract; (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 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, (D4) any restriction agreement or condition as required by applicable law, (E) any restriction existing under agreements relating to assets other instrument of a Person acquired by the Borrower Parent or a Subsidiary in a transaction permitted hereby; provided Permitted Acquisition and that such agreements existed was in existence at the time of such acquisitionPermitted Acquisition, were but not put into place created in anticipation of such acquisition and are contemplation thereof, which encumbrance or restriction is not applicable to any assets other than assets so acquiredPerson, (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 or the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, ; (G5) 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 Indebtedness secured by Liens permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness, (H) any encumbrance or restriction a Subsidiary pursuant to an agreement effecting a refinancing 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 (A)(22), (E), (F4) or (G6) 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)above; provided, however, that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such refinancing agreement or amendmentIndebtedness are not, in the aggregate, materially less favorable, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (to Parent as reasonably determined by the Administrative Agent) Board of Directors of Parent in its reasonable and (I) any good faith judgment than the provisions relating to such encumbrance or restriction on assets of a Rabbi Trust contained in agreements referred to in such clause (2), (4) or Rabbi Trust Subsidiary(6).

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) the 2008 Senior Notes, the 2009 Senior Notes, the 2013 Senior Notes and any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect 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 setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by if such restrictions or conditions apply only to the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting property 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, (Hix) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to customary provisions in clause (A)(2)leases and other contracts restricting the assignment thereof, (E), (Fx) or (G) of this covenant or this clause (H) or contained restrictions and conditions in any amendment existing or future joint venture agreement that restricts the ability of any party to an such agreement referred to create, incur or permit a Lien on the equity interests in clause the joint venture and (A)(2), (E), (Fxi) or (G) of this covenant or this clause (H); provided, however, that the encumbrances restrictions and restrictions contained conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such refinancing agreement to create, incur or amendment, taken as permit a whole, are not materially more restrictive than the encumbrances and restrictions contained in Lien on such predecessor agreements (as reasonably determined by the Administrative Agent) and (I) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryintellectual property.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (iother than any SPV) (a) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iiic) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1i) this Agreement, the other Loan Documents, (2) agreements disclosed in Schedule 6.18, the Note Purchase Agreements and (3) agreements with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)the Receivables Purchase Documents, (ii) and customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting assignment of the Senior Unsecured Indenture, (B) customary non-assignment, subletting any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by Borrower and its Subsidiaries in the ordinary course of business, (Civ) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose of the sale of such asset, (Dv) restrictions on the transfer of any restriction or condition as required assets subject to a Lien permitted by applicable lawSection 6.15, (Evi) any restriction existing under agreements relating to assets binding on Property or Persons acquired by the Borrower or a Subsidiary in a transaction Permitted Acquisition or Investment permitted hereby; provided that such agreements existed at the time hereunder, not entered into in contemplation of such acquisition, were not put into place in anticipation of Permitted Acquisition or such acquisition Investment 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 acquired, or assets to any Property other than the Property 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 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 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 (Ivii) any encumbrance or restriction customary provisions restricting Liens on assets of a Rabbi Trust or Rabbi Trust Subsidiaryand interests in joint ventures.

Subsidiary Covenants. The Borrower Company will not, and will not permit any Borrower or Subsidiary Guarantor to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Borrower or any Subsidiary (i) Guarantor to pay dividends or make any other distribution on its stock, stock (iior make any other Restricted Payment) to the Company or any other Borrower or Subsidiary Guarantor, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartyBorrower or Subsidiary Guarantor, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartyBorrower or Subsidiary Guarantor, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartyBorrower 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, except 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 (A) and any restriction existing under 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 Loan Documentsproperty securing such Indebtedness, if any, or if such restriction arises in respect of unsecured Indebtedness, 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) agreements disclosed if such restriction is in Schedule 6.18respect of paying Indebtedness, such restriction in no way prohibits or limits the payment of any Secured Obligations; and (3) agreements 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 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 this Agreement setting forth provisions described in clauses (i)or the subject of such Indebtedness, (iiy) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, 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, (Bz) customary non-assignment, subletting provisions restricting assignment or transfer provisions in leases, licenses and other contracts of any agreement 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (iother than any SPV) (a) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iiic) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1i) this Agreement, the other Loan Documents, (2) agreements disclosed in Schedule 6.18, the Note Purchase Agreements and (3) agreements with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)the Receivables Purchase Documents, (ii) and customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting assignment of the Senior Unsecured Indenture, (B) customary non-assignment, subletting any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by Borrower and its Subsidiaries in the ordinary course of business, (Civ) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose 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), (Dv) restrictions on the transfer of any restriction or condition as required assets subject to a Lien permitted by applicable lawSection 6.15, (Evi) any restriction existing under agreements relating to assets binding on Property or Persons acquired by the Borrower or a Subsidiary in a transaction Permitted Acquisition or Investment permitted hereby; provided that such agreements existed at the time hereunder, not entered into in contemplation of such acquisition, were not put into place in anticipation of Permitted Acquisition or such acquisition Investment 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 acquired, or assets to any Property other than the Property 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 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 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 (Ivii) any encumbrance or restriction customary provisions restricting Liens on assets of a Rabbi Trust or Rabbi Trust Subsidiaryand interests in joint ventures.

Subsidiary Covenants. The Borrower Borrowers will not, and will not permit any Subsidiary to, create or otherwise cause to become effective 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, (ii) to pay any Indebtedness or other obligation Obligation owed to the a Borrower or any other Credit Party, (iii) to Subsidiary or make loans or advances or other Investments in the any Borrower or any other Credit Party, Subsidiary except for any encumbrances or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit Party, except (A) any restriction restrictions existing under or by reason of: (1) the Loan Documentsapplicable law, rule, regulation or order (including agreements with regulatory authorities); (2) agreements disclosed in Schedule 6.18, and this Agreement or the other Loan Documents; (3) agreements with respect to Indebtedness permitted by this Agreement setting forth customary net worth provisions described in clauses of any lease, license or other contract; (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 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, (D4) any restriction agreement or condition as required by applicable law, (E) any restriction existing under agreements relating to assets other instrument of a Person acquired by the Borrower Parent or a Subsidiary in a transaction an Acquisition permitted hereby; provided hereby and that such agreements existed was in existence at the time of such acquisitionAcquisition, were but not put into place created in anticipation of such acquisition and are contemplation thereof, which encumbrance or restriction is not applicable to any assets other than assets so acquiredPerson, (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 or the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, ; (G5) 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 Indebtedness secured by Liens permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness, (H) any encumbrance or restriction a Subsidiary pursuant to an agreement effecting a refinancing 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 (A)(22), (E), (F4) or (G6) 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)above; provided, however, that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such refinancing agreement or amendmentIndebtedness are not, in the aggregate, materially less favorable, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (to Parent as reasonably determined by the Administrative Agent) Board of Directors of Parent in its reasonable and (I) any good faith judgment than the provisions relating to such encumbrance or restriction on assets of a Rabbi Trust contained in agreements referred to in such clause (2), (4) or Rabbi Trust Subsidiary(6).

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective 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, (ii) to redeem or repurchase its stock, make any other similar payment or distribution, pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary or merge, except (A) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, and (3) agreements consolidate 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 transfer provisions in leases, licenses and other contracts entered liquidate 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 any other 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 restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)i) this Agreement, (E), (F) the Term Loan Credit Agreement 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)other Permitted Financing Facility; provided, however, that the encumbrances restrictions in a Permitted Financing Facility shall be no more adverse to the Lenders than the provisions set forth in this Agreement and restrictions contained in any such refinancing agreement event (x) shall not prohibit any Subsidiary from paying dividends or amendmentmaking any other distribution on its stock to, taken 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 a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined established by the Borrower to the reasonable satisfaction of the Administrative Agent) Agent and (Iii) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiarythe Receivables Purchase Documents.

Subsidiary Covenants. The Borrower 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 any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (iother than Excluded Subsidiaries) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation Obligation owed to the Borrower a Loan Party or any other Credit Party, (iii) to Subsidiary or make loans or advances or other Investments investments in the Borrower any Loan Party or any other Credit Party, Subsidiary except for any encumbrances or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit Party, except (A) any restriction restrictions existing under or by reason of: (1) the Loan Documents, applicable Law; (2) agreements disclosed in Schedule 6.18, and this Agreement or the other Loan Documents; (3) agreements with respect to Indebtedness permitted by this Agreement setting forth customary net worth provisions described in clauses of any lease, license or other contract; (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 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, (D4) any restriction agreement or condition as required by applicable law, (E) any restriction existing under agreements relating to assets other instrument of a Person acquired by the Borrower Parent or a Subsidiary in a transaction permitted hereby; provided Permitted Acquisition and that such agreements existed was in existence at the time of such acquisitionPermitted Acquisition, were but not put into place created in anticipation of such acquisition and are contemplation thereof, which encumbrance or restriction is not applicable to any assets other than assets so acquiredPerson, (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 or the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, ; (G5) 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 Indebtedness secured by Liens permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness, (H) any encumbrance or restriction a Subsidiary pursuant to an agreement effecting a refinancing 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 (A)(22), (E), (F4) or (G6) 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)above; provided, however, that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such refinancing agreement or amendmentIndebtedness are not, in the aggregate, materially less favorable, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (to Parent as reasonably determined by the Administrative Agent) Board of Directors or senior management of Parent in its reasonable and (I) any good faith judgment than the provisions relating to such encumbrance or restriction on assets of a Rabbi Trust contained in agreements referred to in such clause (2), (4) or Rabbi Trust Subsidiary(6).

Subsidiary Covenants. The Borrower 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 any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (iother than Excluded Subsidiaries) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation Obligation owed to the Borrower a Loan Party or any other Credit Party, (iii) to Subsidiary or make loans or advances or other Investments investments in the Borrower any Loan Party or any other Credit Party, Subsidiary except for any encumbrances or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit Party, except (A) any restriction restrictions existing under or by reason of: (1) the Loan Documents, applicable Law; (2) agreements disclosed in Schedule 6.18, and this Agreement or the other Loan Documents; (3) agreements with respect to Indebtedness permitted by this Agreement setting forth customary net worth provisions described in clauses of any lease, license or other contract; (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 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, (D4) any restriction agreement or condition as required by applicable law, (E) any restriction existing under agreements relating to assets other instrument of a Person acquired by the Borrower Parent or a Subsidiary in a transaction permitted hereby; provided Permitted Acquisition and that such agreements existed was in existence at the time of such acquisitionPermitted Acquisition, were but not put into place created in anticipation of such acquisition and are contemplation thereof, which encumbrance or restriction is not applicable to any assets other than assets so acquiredPerson, (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 or the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, ; (G5) 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 Indebtedness secured by Liens permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness, (H) any encumbrance or restriction a Subsidiary pursuant to an agreement effecting a refinancing 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 (A)(22), (E), (F4) or (G6) 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)above; provided, however, that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such refinancing agreement or amendmentIndebtedness are not, in the aggregate, materially less favorable, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (to Parent as reasonably determined by the Administrative Agent) Board of Directors or senior management of Parent in its reasonable and (I) any good faith judgment than the provisions relating to such encumbrance or restriction on assets of a Rabbi Trust contained in agreements referred to in such clause (2), (4) or Rabbi Trust Subsidiary(6).

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) the 2008 Senior Notes, the 2009 Senior Notes, the Term Loan Credit Facility and any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect 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 setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by if such restrictions or conditions apply only to the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting property 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, (Hix) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to customary provisions in clause (A)(2)leases and other contracts restricting the assignment thereof, (E), (Fx) or (G) of this covenant or this clause (H) or contained restrictions and conditions in any amendment existing or future joint venture agreement that restricts the ability of any party to an such agreement referred to create, incur or permit a Lien on the equity interests in clause the joint venture and (A)(2), (E), (Fxi) or (G) of this covenant or this clause (H); provided, however, that the encumbrances restrictions and restrictions contained conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such refinancing agreement to create, incur or amendment, taken as permit a whole, are not materially more restrictive than the encumbrances and restrictions contained in Lien on such predecessor agreements (as reasonably determined by the Administrative Agent) and (I) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryintellectual property.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective 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, (ii) to redeem or repurchase its stock, make any other similar payment or distribution, pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary or merge, except (A) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, and (3) agreements consolidate 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 transfer provisions in leases, licenses and other contracts entered liquidate 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 any other 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 restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)i) this Agreement, (E)the Revolving Credit Agreement, (F) the Dutch Credit Agreement 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)other Permitted Financing Facility; provided, however, that the encumbrances restrictions in a Permitted Financing Facility shall be no more adverse to the Lenders than the provisions set forth in this Agreement and restrictions contained in any such refinancing agreement event (x) shall not prohibit any Subsidiary from paying dividends or amendmentmaking any other distribution on its stock to, taken 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 a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined established by the Borrower to the reasonable satisfaction of the Administrative Agent) Agent and (Iii) any encumbrance or restriction on assets prior to the Specified Repayment Transaction in respect of a Rabbi Trust or Rabbi Trust Subsidiarythe Receivables Purchase Facility, the Receivables Purchase Documents.

Subsidiary Covenants. The USI and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective 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, (ii) to pay any Indebtedness or other obligation owed to USI, the Borrower or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in USI, the Borrower or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to USI, the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1a) this Agreement and the other Loan Documents, (2b) agreements disclosed in Schedule 6.18, and (3) agreements with respect to documents governing Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)under Sections 6.14.2, 6.14.11, 6.14.12 or 6.14.13, (iic) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting subletting or assignment of the Senior Unsecured Indentureany lease governing any leasehold interest of USI or any of its Subsidiaries, (Bd) customary non-assignment, subletting provisions restricting assignment of any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by USI and its Subsidiaries in the ordinary course of business, (Ce) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose of the sale of such asset, (Df) any restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by restrictions on the Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the time transfer 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 subject to 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 Lien permitted by Section 6.15 that restrict the ability to transfer the assets securing such Indebtedness6.15, (Hg) any encumbrance or restriction pursuant entered into by a Subsidiary prior to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)the date such Subsidiary was acquired by USI or the Borrower, (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 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 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 assets the transfer of a Rabbi Trust or Rabbi Trust Subsidiaryany shares of USI’s capital stock that have been repurchased by USI and held in treasury.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (iother than any SPV) (a) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iiic) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1i) this Agreement, the other Loan Documents, (2) agreements disclosed in Schedule 6.18the Existing Loan Agreement, the Note Purchase Agreements and (3) agreements with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)the Receivables Purchase Documents, (ii) and customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting assignment of the Senior Unsecured Indenture, (B) customary non-assignment, subletting any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by Borrower and its Subsidiaries in the ordinary course of business, (Civ) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose of the sale of such asset, (Dv) restrictions on the transfer of any restriction or condition as required assets subject to a Lien permitted by applicable lawSection ‎6.15, (Evi) any restriction existing under agreements relating to assets binding on Property or Persons acquired by the Borrower or a Subsidiary in a transaction Permitted Acquisition or Investment permitted hereby; provided that such agreements existed at the time hereunder, not entered into in contemplation of such acquisition, were not put into place in anticipation of Permitted Acquisition or such acquisition Investment 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 acquired, or assets to any Property other than the Property 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 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 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 (Ivii) any encumbrance or restriction customary provisions restricting Liens on assets of a Rabbi Trust or Rabbi Trust Subsidiaryand interests in joint ventures.

Subsidiary Covenants. The No Borrower will, or will not, and will not permit any of its Subsidiaries other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC to, create or otherwise cause to become effective 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 common stock, (ii) to pay any Indebtedness or other obligation owed to the such Borrower or any other Credit PartySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the such Borrower or any other Subsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement, the New Union Electric Credit Party, Agreement or the New Genco Credit Agreement (ivor 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) to sell, transfer or otherwise convey any the documents governing Resources Permitted Debt (or restrictions and conditions imposed under refinancings or replacements of its property to Resources Permitted Debt that are substantially the Borrower or any other Credit Party, except (A) any restriction existing under (1) the Loan Documentssame as those imposed by such documents), (2b) 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 any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements disclosed in Schedule 6.18governing a Permitted Securitization, 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 transfer provisions in leases, licenses and other contracts entered into in the ordinary course of business, (Cd) customary restrictions and conditions 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 sale of a Subsidiary in a transaction permitted hereby; pending such sale, provided that such agreements existed at restrictions and conditions apply only to the time of Subsidiary that is to be sold and 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 sale is 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryhereunder.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (iother than any SPV) (a) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iiic) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1i) this Agreement, the other Loan Documents, (2) agreements disclosed in Schedule 6.18the Existing Credit Agreement, the Note Purchase Agreements and (3) agreements with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)the Receivables Purchase Documents, (ii) and customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting assignment of the Senior Unsecured Indenture, (B) customary non-assignment, subletting any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by Borrower and its Subsidiaries in the ordinary course of business, (Civ) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose of the sale of such asset, (Dv) restrictions on the transfer of any restriction or condition as required assets subject to a Lien permitted by applicable lawSection 6.15, (Evi) any restriction existing under agreements relating to assets binding on Property or Persons acquired by the Borrower or a Subsidiary in a transaction Permitted Acquisition or Investment permitted hereby; provided that such agreements existed at the time hereunder, not entered into in contemplation of such acquisition, were not put into place in anticipation of Permitted Acquisition or such acquisition Investment 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 acquired, or assets to any Property other than the Property 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 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 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 (Ivii) any encumbrance or restriction customary provisions restricting Liens on assets of a Rabbi Trust or Rabbi Trust Subsidiaryand interests in joint ventures.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective 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, (ii) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, except (A) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, and (3) the Senior Unsecured Notes Documents and agreements with respect to Indebtedness permitted by this Agreement setting forth 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 IndentureNotes Documents, (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, Indebtedness and (H) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2), (E), (FA)(2)(E) or (GF) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2), (E), (FA)(2)(E) or (GF) of this covenant or this clause (H); provided, however, that the 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary).

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) the Senior Notes, the 2008 Senior Notes, the Revolving Credit Facility and any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect restrictions or conditions imposed by any agreement relating to Indebtedness any securitization transaction permitted by this Agreement setting forth provisions described in clauses (i), (ii) if such restrictions or conditions apply only to the assets and (iii) above interests therein that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those subject of the Senior Unsecured Indenture, (B) customary non-assignment, subletting securitization transaction 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 Subsidiary which is a Person acquired as a Subsidiary in a transaction permitted hereby; provided any special purpose entity party to and whose sole business relates to 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary.securitization transaction,

Subsidiary Covenants. The No Borrower will, or will not, and will not permit any of its Subsidiaries other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC to, create or otherwise cause to become effective 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 common stock, (ii) to pay any Indebtedness or other obligation owed to the such Borrower or any other Credit PartySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the such Borrower or any other Subsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement or the Union Electric Credit Party, Agreement (or (iv) to sell, transfer restrictions and conditions imposed under refinancings or otherwise convey any replacements of its property to the Borrower or any other Union Electric Credit Party, except (A) any restriction existing under (1) Agreement that are substantially the Loan Documentssame as those imposed by the Union Electric Credit Agreement), (2b) 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 modification expanding the scope of any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements disclosed governing a Permitted Securitization and/or any Approved Cost Recovery Bond transaction, (d) restrictions and conditions in Schedule 6.18agreements or arrangements entered into by Electric Energy, and (3) agreements Inc. regarding the payment of dividends or the making of other distributions with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses shares of its capital stock (i), (iiwithout giving effect to any amendment or modification expanding the scope of any such restrictions or conditions) 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 transfer provisions in leases, licenses and other contracts entered into in the ordinary course of business, (Ce) customary restrictions and conditions 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 sale of a Subsidiary in a transaction permitted hereby; pending such sale, provided that such agreements existed at restrictions and conditions apply only to the time of Subsidiary that is to be sold and 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 sale is 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryhereunder.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (iother than any SPV) (a) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iiic) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1i) this Agreement, the other Loan Documents, (2) agreements disclosed in Schedule 6.18the Existing Loan Agreement, the Note Purchase Agreements and (3) agreements with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)the Receivables Purchase Documents, (ii) and customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting assignment of the Senior Unsecured Indenture, (B) customary non-assignment, subletting any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by Borrower and its Subsidiaries in the ordinary course of business, (Civ) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose of the sale of such asset, (Dv) restrictions on the transfer of any restriction or condition as required assets subject to a Lien permitted by applicable lawSection 6.15, (Evi) any restriction existing under agreements relating to assets binding on Property or Persons acquired by the Borrower or a Subsidiary in a transaction Permitted Acquisition or Investment permitted hereby; provided that such agreements existed at the time hereunder, not entered into in contemplation of such acquisition, were not put into place in anticipation of Permitted Acquisition or such acquisition Investment 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 acquired, or assets to any Property other than the Property 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 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 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 (Ivii) any encumbrance or restriction customary provisions restricting Liens on assets of a Rabbi Trust or Rabbi Trust Subsidiaryand interests in joint ventures.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (iother than any SPV) (a) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iiic) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, except (A) any restriction for such encumbrances or restrictions existing under or by reason of (1i) this Agreement, the other Loan Documents, (2) agreements disclosed in Schedule 6.18, the Note Purchase Agreements and (3) agreements with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)the Receivables Purchase Documents, (ii) and customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those customary provisions restricting assignment of the Senior Unsecured Indenture, (B) customary non-assignment, subletting any licensing agreement or transfer provisions in leases, licenses and other contracts contract entered into by Borrower and its Subsidiaries in the ordinary course of business, (Civ) customary restrictions contained in purchase and sale agreements limiting on the transfer of any asset pending the subject assets pending closingclose of the sale of such asset, (Dv) restrictions on the transfer of any restriction or condition as required assets subject to a Lien permitted by applicable lawSection ‎6.15, (Evi) any restriction existing under agreements relating to assets binding on Property or Persons acquired by the Borrower or a Subsidiary in a transaction Permitted Acquisition or Investment permitted hereby; provided that such agreements existed at the time hereunder, not entered into in contemplation of such acquisition, were not put into place in anticipation of Permitted Acquisition or such acquisition Investment 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 acquired, or assets to any Property other than the Property 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 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 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 (Ivii) any encumbrance or restriction customary provisions restricting Liens on assets of a Rabbi Trust or Rabbi Trust Subsidiaryand interests in joint ventures.

Subsidiary Covenants. The No Borrower will, or will not, and will not permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, create or otherwise cause to become effective 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 common stock, (ii) to pay any Indebtedness or other obligation owed to the such Borrower or any other Credit PartySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the such Borrower or any other Subsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement or the Union Electric Credit Party, Agreement (or (iv) to sell, transfer restrictions and conditions imposed under refinancings or otherwise convey any replacements of its property to the Borrower or any other Union Electric Credit Party, except (A) any restriction existing under (1) Agreement that are substantially the Loan Documentssame as those imposed by the Union Electric Credit Agreement), (2b) 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 modification expanding the scope of any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements disclosed governing a Permitted Securitization and/or any Approved Cost Recovery Bond transaction, (d) restrictions and conditions in Schedule 6.18agreements or arrangements entered into by Electric Energy, and (3) agreements Inc. regarding the payment of dividends or the making of other distributions with respect to Indebtedness permitted by this Agreement setting forth provisions described in clauses shares of its capital stock (i), (iiwithout giving effect to any amendment or modification expanding the scope of any such restrictions or conditions) 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 transfer provisions in leases, licenses and other contracts entered into in the ordinary course of business, (Ce) customary restrictions and conditions 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 sale of a Subsidiary in a transaction permitted hereby; pending such sale, provided that such agreements existed at restrictions and conditions apply only to the time of Subsidiary that is to be sold and 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 sale is 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryhereunder.

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect 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 setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by if such restrictions or conditions apply only to the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting property 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, (Hix) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to customary provisions in clause leases and other contracts restricting the assignment thereof and (A)(2), (E), (Fx) or (G) of this covenant or this clause (H) or contained restrictions and conditions in any amendment existing or future joint venture agreement that restricts the ability of any party to an such agreement referred to create, incur or permit a Lien on the equity interests in clause (A)(2), (E), (F) or (G) of this covenant or this clause (H); provided, however, that the 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryjoint venture.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective 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, (ii) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, except (A) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, and (3) the Senior Unsecured Notes Documents, the Senior Secured Notes Documents and agreements with respect to Indebtedness permitted by this Agreement setting forth 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 IndentureNotes Documents or Senior Secured Notes Documents, (B) customary non-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, Indebtedness and (H) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2), (E), (FA)(2)(E) or (GF) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2), (E), (FA)(2)(E) or (GF) of this covenant or this clause (H); provided, however, that the 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary).

Subsidiary Covenants. The No Borrower will, or will not, and will not permit any of its Subsidiaries other than a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC to, create or otherwise cause to become effective 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 common stock, (ii) to pay any Indebtedness or other obligation owed to the such Borrower or any other Credit PartySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the such Borrower or any other Credit PartySubsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement, the Ameren/UE Agreement (iv) to sellor 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), transfer the CILCORP Pledge Agreement or otherwise convey any of its property to the Borrower or any other Credit Party, except (A) any restriction existing under (1) the Loan Documentsdocuments governing Resources Permitted Debt, (2b) 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 any such restriction or condition), (c) customary restrictions and conditions relating to an SPC contained in agreements disclosed in Schedule 6.18governing a Permitted Securitization, 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 transfer provisions in leases, licenses and other contracts entered into in the ordinary course of business, (Cd) customary restrictions and conditions 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 sale of a Subsidiary in a transaction permitted hereby; pending such sale, provided that such agreements existed at restrictions and conditions apply only to the time of Subsidiary that is to be sold and 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 sale is 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryhereunder.

Subsidiary Covenants. The Except for any of the following permitted elsewhere under this Agreement, the Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (ia) to pay dividends or make any other distribution on its stockstock or other ownership interests, (iib) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartyRestricted Subsidiary, (iiic) to make loans or advances or other Investments in the Borrower or any other Credit Party, Restricted Subsidiary or (ivd) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartyRestricted Subsidiary, except in each case, other than (Ai) any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, and (3) agreements with respect to Indebtedness permitted restrictions imposed by this Agreement setting forth provisions described in clauses (i)Agreement, (ii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, assets, Capital Stock or other equity interests pending such sale, 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) above that 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 not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenturelimited to such Foreign Subsidiaries and their property and assets, (Biv) customary non-assignment, subletting restrictions on cash or transfer provisions in leases, licenses and other deposit or net worth requirements imposed by customers or contracts entered into in the ordinary course of business, (C) customary business or restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any restriction or condition as required imposed by applicable law, (Ev) any restriction existing under agreements relating to assets acquired restrictions imposed 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 holder 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 Lien permitted by Section 6.15 that restrict 7.19, solely on the ability to transfer the of assets securing such Indebtednesssubject thereto, (Hvi) any encumbrance or restriction with respect to a Restricted Subsidiary of the Borrower pursuant to an agreement effecting relating to any Indebtedness issued or incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a refinancing Restricted Subsidiary of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)the Borrower or was acquired by the Borrower and outstanding on such date, (E)vii) any such 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 (Fviii) or (G) of this covenant or this clause (H) restrictions imposed by law 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 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 encumbrance or restriction described on assets of a Rabbi Trust or Rabbi Trust SubsidiarySchedule 7.22.

Subsidiary Covenants. The 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 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 common stock, (ii) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary of the Borrower, or (iii) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary of the Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement, (ivb) restrictions and conditions existing on the date hereof, in each case as identified on Schedule 3 (without giving effect to sellany amendment or modification expanding the scope of any such restriction or condition), transfer or otherwise convey any (c) restrictions on dividends on the capital stock of its property Union Electric entered into in connection with future issuances of subordinated capital income securities, to the Borrower 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 any other Credit Party, except (A) any restriction existing under arrangements entered into by (1) Electric Energy, Inc. regarding the Loan Documents, payment of dividends or the making of other distributions with respect to shares of its 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 disclosed in Schedule 6.18governing a Permitted Securitization, 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 transfer provisions in leases, licenses and other contracts entered into in the ordinary course of business, (Cf) customary restrictions and conditions 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 sale of a Subsidiary in a transaction permitted hereby; pending such sale, provided that such agreements existed at restrictions and conditions apply only to the time of Subsidiary that is to be sold and 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 sale is 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryhereunder.

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) the 2008 Senior Notes, the 2009 Senior Notes, the Revolving Credit Facility and any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect 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 setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by if such restrictions or conditions apply only to the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting property 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, (Hix) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to customary provisions in clause (A)(2)leases and other contracts restricting the assignment thereof, (E), (Fx) or (G) of this covenant or this clause (H) or contained restrictions and conditions in any amendment existing or future joint venture agreement that restricts the ability of any party to an such agreement referred to create, incur or permit a Lien on the equity interests in clause the joint venture and (A)(2), (E), (Fxi) or (G) of this covenant or this clause (H); provided, however, that the encumbrances restrictions and restrictions contained conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such refinancing agreement to create, incur or amendment, taken as permit a whole, are not materially more restrictive than the encumbrances and restrictions contained in Lien on such predecessor agreements (as reasonably determined by the Administrative Agent) and (I) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryintellectual property.

Subsidiary Covenants. The 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 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 common stock, (ii) to pay any Indebtedness or other obligation owed to the such Borrower or any other Credit PartySubsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the such Borrower or any other Credit PartySubsidiary of such Borrower, in each case, other than (a) restrictions and conditions imposed by law or by this Agreement, (ivb) restrictions and conditions existing on the date hereof, in each case as identified on Schedule 3 (without giving effect to sellany amendment or modification expanding the scope of any such restriction or condition), transfer or otherwise convey any (c) restrictions on dividends on the capital stock of its property Union Electric entered into in connection with future issuances of subordinated capital income securities, to the Borrower 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 any other Credit Party, except (A) any restriction existing under arrangements entered into by (1) Electric Energy, Inc. regarding the Loan Documents, payment of dividends or the making of other distributions with respect to shares of its 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 disclosed in Schedule 6.18governing a Permitted Securitization, 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 transfer provisions in leases, licenses and other contracts entered into in the ordinary course of business, (Cf) customary restrictions and conditions 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 sale of a Subsidiary in a transaction permitted hereby; pending such sale, provided that such agreements existed at restrictions and conditions apply only to the time of Subsidiary that is to be sold and 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 sale is 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 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryhereunder.

Subsidiary Covenants. The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective 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, (ii) to pay any Indebtedness or other obligation owed to the Borrower or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower or any other Credit PartySubsidiary, 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 IndentureIndenture Documents, (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, (H) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2), (E), (FA)(2)(E) or (GF) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2), (E), (FA)(2)(E) or (GF) 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 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 encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiary).

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes and any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect 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 setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by if such restrictions or conditions apply only to the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting property 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, (Hix) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to customary provisions in clause (A)(2)leases and other contracts restricting the assignment thereof, (E), (Fx) or (G) of this covenant or this clause (H) or contained restrictions and conditions in any amendment existing or future joint venture agreement that restricts the ability of any party to an such agreement referred to create, incur or permit a Lien on the equity interests in clause the joint venture and (A)(2), (E), (Fxi) or (G) of this covenant or this clause (H); provided, however, that the encumbrances restrictions and restrictions contained conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such refinancing agreement to create, incur or amendment, taken as permit a whole, are not materially more restrictive than the encumbrances and restrictions contained in Lien on such predecessor agreements (as reasonably determined by the Administrative Agent) and (I) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryintellectual property.

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) 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 borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect 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 setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by if such restrictions or conditions apply only to the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting property 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, (Hix) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to customary provisions in clause (A)(2)leases and other contracts restricting the assignment thereof, (E), (Fx) or (G) of this covenant or this clause (H) or contained restrictions and conditions in any amendment existing or future joint venture agreement that restricts the ability of any party to an such agreement referred to create, incur or permit a Lien on the equity interests in clause the joint venture and (A)(2), (E), (Fxi) or (G) of this covenant or this clause (H); provided, however, that the encumbrances restrictions and restrictions contained conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such refinancing agreement to create, incur or amendment, taken as permit a whole, are not materially more restrictive than the encumbrances and restrictions contained in Lien on such predecessor agreements (as reasonably determined by the Administrative Agent) and (I) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryintellectual property.

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes and any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect 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 setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by if such restrictions or conditions apply only to the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting property 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, (Hix) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to customary provisions in clause (A)(2)leases and other contracts restricting the assignment thereof, (E), (Fx) or (G) of this covenant or this clause (H) or contained restrictions and conditions in any amendment existing or future joint venture agreement that restricts the ability of any party to an such agreement referred to create, incur or permit a Lien on the equity interests in clause the joint venture and (A)(2), (E), (Fxi) or (G) of this covenant or this clause (H); provided, however, that the encumbrances restrictions and restrictions contained conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such refinancing agreement to create, incur or amendment, taken as permit a whole, are not materially more restrictive than the encumbrances and restrictions contained in Lien on such predecessor agreements (as reasonably determined by the Administrative Agent) and (I) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryintellectual property.

Subsidiary Covenants. The Borrower Parent will not, and will not permit any Subsidiary to, create or otherwise cause to become effective 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, (ii) to redeem or repurchase its stock, make any other similar payment or distribution, pay any Indebtedness or other obligation owed to the Borrower Parent or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments in the Borrower Parent or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Parent or any other Credit PartySubsidiary or merge, except (A) consolidate with or liquidate into the Parent or any restriction existing under (1) the Loan Documents, (2) agreements disclosed in Schedule 6.18, and (3) agreements with respect other Subsidiary other than pursuant to Indebtedness permitted by this Agreement setting forth provisions described in clauses (i)) this Agreement, (ii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent)Parent Credit Agreement, taken as a wholeany Permitted Financing Facility or, than those of prior to the Senior Unsecured IndentureSpin-Off Date, (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, (H) any encumbrance or 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)Term Loan Credit Agreement; provided, however, that the encumbrances restrictions in a Permitted Financing Facility shall be no more adverse to the Lenders than the provisions set forth in this Agreement and restrictions contained in any such refinancing agreement event (x) shall not prohibit any Subsidiary from paying dividends or amendmentmaking any other distribution on its stock to, taken 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 a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined established by the Borrower and the Parent to the reasonable satisfaction of the Administrative Agent) Agent and (Iii) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust SubsidiaryPermitted Receivables Facility Documents.

Subsidiary Covenants. The Borrower Company will not, and will not permit any Significant Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation Obligation owed to the Borrower Company or any other Credit PartySubsidiary, (iii) to make loans or advances or other Investments investments in the Borrower Company or any other Credit PartySubsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Borrower Company or any other Credit PartySubsidiary other than pursuant to (i) applicable law, except (Aii) any restriction existing under (1) this Agreement or the other Loan Documents, (2iii) the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes and any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the 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 disclosed in Schedule 6.18relating 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, (3vii) agreements with respect 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 setting forth provisions described in clauses (i), (ii) and (iii) above that are not materially more restrictive (as reasonably determined by if such restrictions or conditions apply only to the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary non-assignment, subletting property 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, (Hix) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to customary provisions in clause (A)(2)leases and other contracts restricting the assignment thereof, (E), (Fx) or (G) of this covenant or this clause (H) or contained restrictions and conditions in any amendment existing or future joint venture agreement that restricts the ability of any party to an such agreement referred to create, incur or permit a Lien on the equity interests in clause the joint venture and (A)(2), (E), (Fxi) or (G) of this covenant or this clause (H); provided, however, that the encumbrances restrictions and restrictions contained conditions in any existing or future license agreement with respect to intellectual property that restricts the ability of any party to such refinancing agreement to create, incur or amendment, taken as permit a whole, are not materially more restrictive than the encumbrances and restrictions contained in Lien on such predecessor agreements (as reasonably determined by the Administrative Agent) and (I) any encumbrance or restriction on assets of a Rabbi Trust or Rabbi Trust Subsidiaryintellectual property.