Common use of Limitation on Restricted Actions Clause in Contracts

Limitation on Restricted Actions. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrower, (c) make loans or advances to the Borrower, (d) sell, lease or transfer any of its properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (C) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly The Credit Parties will not permit any Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets Property (other than Capital Stock in Joint Ventures) to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Credit Party and pledge its Property (other than Capital Stock in Joint Ventures) pursuant to and in accordance with the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) the Subordinated Debt Indenture, as in effect as of the Closing Date, (iii) applicable lawlaw or regulation, (Civ) any document or instrument governing Indebtedness permitted under Section 8.1, PROVIDED that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Credit Documents, (v) any Permitted Lien or any document or instrument governing any Permitted Lien (provided Lien, PROVIDED that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvii) customary restrictions and conditions contained in any agreement relating to the sale of any Indebtedness issued by a Subsidiary on or prior to Property permitted under Section 8.5 pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower sale, (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Eviii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the leasecontracts, (iiix) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower documentation governing or other evidencing the Existing Notes or (x) agreements entered into by Foreign Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly The Credit Parties will not permit any Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make advances, loans or advances and/or other extensions of credit to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets Property to any Credit Party, (d) in the case of any Consolidated Party which is a Joint Venture, to borrow money from and pledge its Property to the BorrowerCredit Parties in the manner contemplated by Section 7.13, (e) except in the case of any Consolidated Party which is a Joint Venture, (i) pledge its Property (other than Excluded Property) pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (eii) act as a guarantor of the Borrower Credit Party pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(e)(i) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) the Subordinated Note Purchase Agreement and the Subordinated Notes, in each case as in effect as of the Closing Date (or the documents evidencing or governing any other Subordinated Indebtedness issued on comparable terms, including the Subordinated Remarketed Notes to be issued under the Subordinated Note Indenture), (iii) applicable law, (Civ) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c)(i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvi) customary restrictions and conditions contained in any agreement relating to the sale of any Indebtedness issued by a Subsidiary on or prior to Property permitted under Section 8.5 pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower sale, (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Evii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the leaseleases, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower licenses or other Subsidiaries, contracts entered into in accordance with their respective equity interests, and the ordinary course of business or (iiiviii) a requirement that a Subsidiary give in the holders case of any Indebtedness of such Subsidiary Joint Venture which is not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (Credit Party in respect of any of the matters referred to in clause clauses (ec)-(e) above) for , restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrowersuch Person's obligations under the Senior Notes.organizational or governing documents. 100

Limitation on Restricted Actions. Directly No Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower distribution on its Equity Interests any of such Person’s capital stock (or with respect to any other interest or participation in, or measured by, its profitsequity interests), (b) pay any Indebtedness or other obligation owed to the any Borrower, (c) make loans or advances to the Borrower, any Borrower or (d) sell, lease or transfer any of its properties or assets property to the any Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit DocumentsAgreement, (Bii) those imposed by applicable lawlaws or regulations, (Ciii) agreements in existence and as in effect on the Effective Date (and any Permitted refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iv) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (v) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any Permitted Lien (such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvi) pursuant to customary restrictions and conditions contained in any agreement relating to any Indebtedness issued by a Subsidiary on or prior to sale of assets not prohibited hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, sale and (Evii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notescontracts.

Limitation on Restricted Actions. Directly No Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower distribution on its Equity Interests any of such Person's capital stock (or with respect to any other interest or participation in, or measured by, its profitsequity interests), (b) pay any Indebtedness or other obligation owed to the any Borrower, (c) make loans or advances to the Borrower, any Borrower or (d) sell, lease or transfer any of its properties or assets property to the any Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit DocumentsAgreement, (Bii) those imposed by applicable lawlaws or regulations, (Ciii) agreements in existence and as in effect on the Closing Date (and any Permitted refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iv) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any Permitted Lien (such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) pursuant to customary restrictions and conditions contained in any agreement relating to any Indebtedness issued by a Subsidiary on or prior to sale of assets not prohibited hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, sale and (Evi) customary non-assignment provisions in leases governing leasehold interests to contracts; provided, further, that for purposes of this Section 7.16, "Subsidiaries" of Whirlpool shall not include Maytag Corporation and its Subsidiaries for the extent such provisions restrict period commencing with the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, acquisition thereof by Whirlpool and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty ending 30 days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesthereafter.

Limitation on Restricted Actions. Directly The Credit Parties will not permit any Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets Property to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Credit Party and pledge its assets (other than Excluded Property) pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) the Senior Subordinated Note Indenture and the Senior Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (Civ) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c) or 8.1(i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvi) customary restrictions and conditions contained in any agreement relating to the sale of any Indebtedness issued by a Subsidiary on or prior to Property permitted under Section 8.5 pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration insale, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower(vii) and outstanding items set forth on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior NotesSchedule 8.11.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany other Credit Party, (c) make loans or advances to the Borrowerany other Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany other Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents and the PNC Term Loan Documents, (Bii) applicable law, (Ciii) any Permitted Lien document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) so long as any such restriction contained therein relates only to a limitation on the ability of such Person to xxxxx x Xxxx on the asset or assets constructed or acquired in connection therewith, (iv) any document or instrument governing any Permitted Lien (provided that so long as any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Ev) customary non-assignment provisions in leases governing leasehold interests leases, licenses, permits and other agreements entered into in the ordinary course of business, (vi) obligations that are binding on a Person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, or (vii) customary restrictions contained in an agreement relating to the extent such provisions restrict a Disposition that limit the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect encumbrances of the matters referred property or assets relating to in clause (e) above) for restrictions in such Disposition pending consummation thereof so long as any such restriction contained therein relates only to the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesasset or assets subject to such Disposition.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Interest or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(e) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and Agreement, the other Credit Documents, Documents and the Series B Credit Agreement; (Bii) applicable law, ; (Ciii) any Permitted Lien document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (iv) customary restrictions and conditions in any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), Lien and such encumbrances and restrictions are not created in whole or in part for the purpose of avoiding the restrictions imposed by this Section 6.9; (Dv) any agreement relating to any Indebtedness issued by a Subsidiary on or prior incurred pursuant to Section 6.1(h), to the date on which extent that such Subsidiary became restrictions are not more restrictive, taken as a Subsidiary or whole, than the restrictions contained herein; (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (vii) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions not entered into in contemplation of such Person becoming a Subsidiary; (viii) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (ix) any restriction on a Subsidiary imposed pursuant to which such Person became an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or was acquired by the Borrower) and outstanding on such date, and disposition; (Ex) customary non-assignment provisions restrictions and conditions contained in leases governing leasehold interests any agreement relating to the extent sale, transfer, lease or other disposition of any asset permitted under Section 6.4 pending the consummation of such provisions restrict the transfer sale, transfer, lease or other disposition; (xi) any such prohibitions and restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower contracts or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters obligations referred to in clause clauses (ei) through (x) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notessuch amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such contract or obligation prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith), (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Ev) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (vi) restrictions in leases governing leasehold interests joint venture and partnership agreements, (vii) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the extent such provisions restrict the disposition or transfer of the leaseassets or property in asset sale agreements, stock sale agreements and other similar agreements, (iiviii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower Senior Unsecured Notes Indenture or other Subsidiaries, in accordance with their respective equity interestsindenture or agreement evidencing Indebtedness permitted under Section 6.1(f), and (iiiix) a requirement that a restrictions and conditions applicable to any Subsidiary give acquired after the holders of any Indebtedness date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholdersacquisition, and except (in respect of the matters referred apply solely to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notessuch acquired Subsidiary.

Limitation on Restricted Actions. Directly Whirlpool will not, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower distribution on its Equity Interests any of such Person’s capital stock (or with respect to any other interest or participation in, or measured by, its profitsequity interests), (b) pay any Indebtedness or other obligation owed to the Borrowerany Loan Party, (c) make loans or advances to the Borrower, any Loan Party or (d) sell, lease or transfer any of its properties property to any Loan Party, except for (i) encumbrances or assets to restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) agreements in existence and as in effect on the BorrowerEffective Date (and any refundings, replacements or (e) act as a guarantor refinancing of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (same not in respect of any excess of the matters then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above) for (i) such encumbrances above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documentsrefinanced), (Biv) applicable lawagreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary or becomes a Subsidiary; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (Cv) in connection with any Permitted Lien permitted by Section 7.10 or any document or instrument governing any Permitted Lien (such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvi) pursuant to customary restrictions and conditions contained in any agreement relating to any Indebtedness issued by a Subsidiary on or prior to sale of assets not prohibited hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower sale, (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Evii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the leasecontracts, (iiviii) any requirement that agreements entered into on or after the Effective Date containing restrictions of a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters type referred to in clause clauses (ea) abovethrough (d) for restrictions above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the Note Purchase this Credit Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a) through (da)‑(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness permitted hereunder; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Lien (v) under the Subordinated Notes, (Dvi) (A) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, such Contractual Obligations may be set forth in any agreement relating to evidencing any permitted renewal, extension or refinancing of such Indebtedness issued by so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (vii) are binding on a Subsidiary on or prior to at the date on which time such Subsidiary became first becomes a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummateCompany, the transaction or series of related transactions so long as such Contractual Obligations were not entered into in contemplation of or pursuant to which such Person became becoming a Subsidiary or was acquired by of the BorrowerCompany; (viii) and outstanding on such date, and (E) customary non-assignment are provisions in leases governing leasehold interests Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such provisions restrict the transfer Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners Equity Interests of its equity interests, including owners other than the Borrower such joint venture or other SubsidiariesPerson entered into in the ordinary course of business; (ix) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in accordance with their respective equity interests, and (iii) a requirement that each case granted to the Company or a Subsidiary give of the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay Company by a dividend to its stockholders, and except (third party in respect of real property owned by such third party) so long as such restrictions relate only to the matters referred to in clause assets (eor the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) abovesubject thereto; (x) for restrictions are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Subsidiary; (xi) are customary provisions restricting assignment of any agreement entered into in the Note Purchase Agreement, provided that ordinary course of business; and (xii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesordinary course of business.

Limitation on Restricted Actions. Directly Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party or any Subsidiary on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party (except for waiving or deferring in the Borrowerordinary course of business subrogation and reimbursement rights in connection with Guaranty Obligations permitted pursuant to the terms of Section 6.3), (c) make loans or advances to the Borrowerany Credit Party or any Subsidiary, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party or any Subsidiary, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) the Senior Indenture as in effect on the Effective Date and the Existing Convertible Notes Indenture as in effect on the date of the initial issuance of the Existing Convertible Notes, (v) any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l); provided that (A) such restrictions are limited to the respective Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the equity interests in any Material Foreign Subsidiary) and (B) other than documents governing Indebtedness in an aggregate amount not to exceed $90,000,000 at any one time outstanding, such restrictions will not include any encumbrance or restriction of the types described in clauses (a) – (c) above, (vi) encumbrances or restrictions contained in agreements relating only to one or more Immaterial Subsidiaries, (vii) encumbrance or restriction of any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dviii) any agreement relating to any instrument governing Indebtedness issued by or Capital Stock of a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was Person acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all Company or any portion of its Subsidiaries as in effect at the funds utilized time of such acquisition (except to consummate, the transaction extent such Indebtedness or series of related transactions Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or pursuant restriction is not applicable to which any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Person became a Subsidiary or Indebtedness was acquired by the Borrower) and outstanding on such dateotherwise permitted to be incurred hereunder, and (Eix) customary non-assignment provisions in leases governing leasehold interests contracts and licenses in respect of such contract or license, as the case may be, entered into in the ordinary course of business, (x) purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions on the property purchased or leased, provided that such restrictions will not include any encumbrance or restriction of the types described in clause (a) – (c) above or, in the case of clause (e), applies only to the extent assets subject to such provisions restrict the transfer of the leaseLiens, (iixi) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than agreement for the Borrower sale or other Subsidiaries, in accordance with their respective equity interestsdisposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition, and (iiixii) a requirement that a Subsidiary give the holders of any Indebtedness of customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments and applicable solely to such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesjoint venture.

Limitation on Restricted Actions. Directly Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) any agreement relating to any instrument governing Indebtedness issued by or Capital Stock of a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (vi) to the extent permitted by Section 6.4(b), any agreement for the sale or other disposition of Capital Stock or assets of a Subsidiary or an agreement entered into for the sale of specified assets that restrict distributions by that Subsidiary pending such sale, (vii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements (other than Indebtedness issued as consideration inwith respect to wholly-owned subsidiaries), or limited liability company operating agreements (other than with respect to provide all or any portion wholly-owned subsidiaries), asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements to the extent permitted hereunder entered into with the approval of the funds utilized to consummate, the transaction or series board of related transactions in contemplation directors of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower, which limitation is applicable only to the assets that are the subject of such agreements, (viii) restrictions in other Indebtedness incurred in compliance with Section 6.1; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Borrower’s board of directors, no more materially restrictive with respect to such encumbrances and outstanding on such daterestrictions than those contained in this Agreement, and (Eix) customary non-assignment provisions in leases governing leasehold interests to leases, contracts, licenses and other agreements entered into in the extent such provisions restrict the transfer ordinary course of business and consistent with past practices and (x) any encumbrances or restrictions imposed by any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the leasecontracts, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower instruments or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters obligations referred to in clause clauses (ei) through (ix) above) for ; provided, that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the Note Purchase Agreement, provided that good faith judgment of the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed board of directors of the Borrower's obligations under , taken as a whole, than the Senior Notesencumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restricted Actions. Directly The Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) with respect to such Restricted Subsidiary, pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrower, (d) sell, lease or transfer any of its properties or assets to the BorrowerCredit Party, or (ed) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1; provided that any such restriction contained therein are customary for such Indebtedness as determined in the good faith judgment of the Borrower, (iv) customary provisions in leases, licenses, sub-leases, sub-licenses and contracts restricting assignments thereof or restricting the grant of Liens in such lease, license, sub-lease, sub-license or other contract, (v) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of the Borrower or assets of the Borrower or any Restricted Subsidiary of the Borrower pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, (vii) any agreement or restriction or condition in effect at the time any Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (viii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (ix) with respect to clause (d), (D) restrictions or conditions imposed by any agreement relating to Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other secured Indebtedness issued permitted by a Subsidiary on this Agreement if such restrictions or prior conditions apply only to the date on which property or assets securing such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such dateIndebtedness, and (Ex) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower restrictions on cash or other Subsidiaries, in accordance with their respective equity interests, and deposits (iiiincluding escrowed funds) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions imposed under contracts entered into in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesordinary course of business.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany other Credit Party, (c) make loans or advances to the Borrowerany other Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany other Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any Permitted Lien document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) so long as any such restriction contained therein relates only to a limitation on the ability of such Person to xxxxx x Xxxx on the asset or assets constructed or acquired in connection therewith, (iv) any document or instrument governing any Permitted Lien (provided that so long as any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Ev) customary non-assignment provisions in leases governing leasehold interests leases, licenses, permits and other agreements entered into in the ordinary course of business, (vi) obligations that are binding on a Person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, or (vii) customary restrictions contained in an agreement relating to the extent such provisions restrict a Disposition that limit the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect encumbrances of the matters referred property or assets relating to in clause (e) above) for restrictions in such Disposition pending consummation thereof so long as any such restriction contained therein relates only to the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesasset or assets subject to such Disposition.

Limitation on Restricted Actions. Directly The Borrower will not permit any Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Consolidated Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Consolidated Party, (c) make loans or advances to the Borrowerany Consolidated Party, or (d) sell, lease or transfer any of its properties or assets Property (other than Capital Stock in Joint Ventures) to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofConsolidated Party, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and or the other Credit Documents, (ii) applicable law or regulation, (iii) any document or instrument governing Indebtedness permitted under Section 7.1, provided that either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the Board of Directors of the Borrower in good faith than the provisions contained in the Opco Credit Agreement Documents or (B) applicable lawany encumbrance or restriction contained in such Indebtedness does not affect the Borrower’s ability to make payments of interest and scheduled payments of principal in respect of the Loans, in each case as and when due, as determined by the Board of Directors of the Borrower in good faith, (Civ) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) customary restrictions and conditions contained in any agreement relating to the sale of any Indebtedness issued by a Subsidiary on or prior to Property permitted under Section 7.5 pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower sale, (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Evi) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, contracts or (iivii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other agreements entered into by Foreign Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrower, (c) make loans or advances to the Borrower, (d) sell, lease or transfer any of its properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (C) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Nonnon-Whollywholly-Owned owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's ’s obligations under the Senior Notes.

Limitation on Restricted Actions. Directly Whirlpool will not, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower distribution on its Equity Interests any of such Person’s capital stock (or with respect to any other interest or participation in, or measured by, its profitsequity interests), (b) pay any Indebtedness or other obligation owed to the BorrowerWhirlpool, (c) make loans or advances to the Borrower, Whirlpool or (d) sell, lease or transfer any of its properties property to Whirlpool, except for (i) encumbrances or assets to restrictions existing under or by reason of this Credit Agreement, (ii) those imposed by applicable laws or regulations, (iii) agreements in existence and as in effect on the BorrowerEffective Date (and any refundings, replacements or (e) act as a guarantor refinancing of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (same not in respect of any excess of the matters then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above) for (i) such encumbrances above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documentsrefinanced), (Biv) applicable lawagreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary or becomes a Subsidiary; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (Cv) in connection with any Permitted Lien permitted by Section 7.10 or any document or instrument governing any Permitted Lien (such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvi) pursuant to customary restrictions and conditions contained in any agreement relating to any Indebtedness issued by a Subsidiary on or prior to sale of assets not prohibited hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower sale, (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Evii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the leasecontracts, (iiviii) any requirement that agreements entered into on or after the Effective Date containing restrictions of a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters type referred to in clause clauses (ea) abovethrough (d) for restrictions above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the Note Purchase this Credit Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancingsrefinancing, exchanges, refundings refunding or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(e) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable lawRequirements of Law, (Ciii) pursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c) or (h), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) any agreement customary restrictions on the assignment of or granting of a Lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (vi) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to any Indebtedness issued by a Subsidiary on disposition of property or prior to assets permitted hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such datedisposition, and (Eviii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions contained in the Note Purchase Revolving Credit Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); PROVIDED that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (provided Lien; PROVIDED that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE 6.9 hereto together with any amendment to such agreement or any replacement agreement thereto (to the extent permitted hereunder) so long as any such amendment or replacement agreement is not more disadvantageous to the Credit Parties or any of their Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on the Closing Date, (vi) any encumbrance or restriction with respect to a Subsidiary of the Borrower acquired in a Permitted Acquisition pursuant to an agreement relating to any Indebtedness issued by a such Subsidiary on or prior to the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower Permitted Acquisition (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of such Permitted Acquisition), (vii) any such encumbrance or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) restriction consisting of customary non-assignment provisions in leases or licenses governing leasehold interests or licenses, as applicable, to the extent such provisions restrict the transfer of the leaselease or license, as applicable, (iiviii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments encumbrance or restriction relating solely to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, assets to be sold in accordance any Asset Disposition permitted hereunder and arising pursuant to any sale agreement entered into in connection with their respective equity interests, such Asset Disposition and (iiiix) a requirement that a Subsidiary give the holders of any document or agreement governing Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention permitted by Section 6.1(k) or 6.1(o) with respect to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior NotesForeign Subsidiaries.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a) through (da)‑(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness permitted hereunder; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Lien (v) (A) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, (D) such Contractual Obligations may be set forth in any agreement relating to evidencing any permitted renewal, extension or refinancing of such Indebtedness issued by so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (vi) are binding on a Subsidiary on or prior to at the date on which time such Subsidiary became first becomes a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummateCompany, the transaction or series of related transactions so long as such Contractual Obligations were not entered into in contemplation of or pursuant to which such Person became becoming a Subsidiary or was acquired by of the BorrowerCompany; (vii) and outstanding on such date, and (E) customary non-assignment are provisions in leases governing leasehold interests Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such provisions restrict the transfer Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners Equity Interests of its equity interests, including owners other than the Borrower such joint venture or other SubsidiariesPerson entered into in the ordinary course of business; (viii) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in accordance with their respective equity interests, and (iii) a requirement that each case granted to the Company or a Subsidiary give of the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay Company by a dividend to its stockholders, and except (third party in respect of real property owned by such third party) so long as such restrictions relate only to the matters referred to in clause assets (eor the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) abovesubject thereto; (ix) for restrictions are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Subsidiary; (x) are customary provisions restricting assignment of any agreement entered into in the Note Purchase Agreement, provided that ordinary course of business; and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesordinary course of business.

Limitation on Restricted Actions. Directly Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (a) through (da)-(e) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable lawRequirements of Law, (Ciii) pursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c), (h) or (j), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) any agreement customary restrictions on the assignment of or granting of a Lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the xxxxxxxx xxxxxx xx xxxxxxxx, (xx) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to any Indebtedness issued by a Subsidiary on disposition of property or prior to assets permitted hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such datedisposition, and (Eviii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Revolving Credit Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly The Credit Parties will not permit any Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsRestricted Payments, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets Property to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Credit Party and pledge its assets (other than Excluded Property) pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (aa)-(d) through above and, solely with respect to the Medium Term Notes and the Medium Term Indenture, clause (de) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) any Junior Financing Documentation, provided that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Subordinated Note Indenture and the Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (Civ) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) the Medium Term Indenture, as in effect as of the Closing Date, and any document or instrument governing Indebtedness incurred pursuant to Section 8.1(l), (vi) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvii) customary restrictions and conditions contained in any agreement relating to the sale of any Indebtedness issued by a Subsidiary on Property permitted under Section 8.4(b) pending the consummation of such sale or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Eviii) customary non-assignment provisions restrictions and conditions contained in leases governing leasehold interests to and other contracts restricting the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesassignment thereof.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor Guarantor (to the extent required by the terms of the Borrower this Agreement) and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (i) (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (C) any Permitted document or instrument governing purchase money Indebtedness or Capital Leases permitted by Section 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (D) with respect to any Opco Credit Party and its Restricted Subsidiaries, any Lien permitted under the Opco Credit Agreement or any document or instrument governing any Permitted Lien (such Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (DE) any agreement relating to any permitted Indebtedness issued incurred by a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, a Credit Party or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a its Restricted Subsidiary or was acquired by the Borrower) and outstanding on such date, and acquisition date or (EF) customary non-assignment provisions in leases governing restrictions on subletting or assigning leasehold interests to the extent such provisions restrict the transfer of the lease, a Credit Party or a Restricted Subsidiary and (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of any of the matters referred to in clause clauses (ea)-(e) above) for such encumbrances or restrictions existing under or by reason of the Opco Credit Agreement and related credit documents as in effect on the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior NotesClosing Date.

Limitation on Restricted Actions. Directly The Company will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Loan Party, (c) make loans or advances to the Borrowerany Loan Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Loan Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Loan Documents, (Bii) applicable lawApplicable Law, (Ciii) any Permitted Lien or any document or instrument governing any Permitted Lien Indebtedness incurred pursuant to subsection 7.1B(iv), (vii), (xi) and (xii), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or property subject to such Permitted Lien), (Dv) any agreement relating to any instrument governing Indebtedness issued by acquired in connection with a Subsidiary on or prior to the date on which Permitted Acquisition, so long as such Subsidiary became a Subsidiary or Indebtedness was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions not incurred in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such dateacquisition, and (Evi) customary non-assignment provisions in leases governing leasehold interests or other agreements entered in the ordinary course of business and consistent with past practices, (vii) customary restrictions pursuant to an agreement that has been entered into for the sale, transfer, lease or other disposition permitted under this Agreement so long as such restrictions apply only to the extent property or assets subject to such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interestsagreement, and (iiiviii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, Subordinated Debt Documents and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase First Lien Credit Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly Except as is otherwise expressly provided for in this Credit Agreement, Borrower will not permit any Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of its Domestic Subsidiaries to (aA) pay dividends or make any other distributions to the Borrower on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (bB) pay any Indebtedness or other obligation owed to the Borrower, (cC) make loans or advances to the Borrower, (dD) sell, lease or transfer any of its properties or assets Property to the Borrower, Borrower or (eE) act as a guarantor of the Borrower pledge its Property except pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, thereof except (in respect of any of the matters referred to in clauses (a) through (da)-(e)(i) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Biii) applicable law, (Civ) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), Lien or (Dvi) customary restrictions and conditions contained in any agreement relating to the sale of any Indebtedness issued by a Subsidiary on or prior to Property permitted under Section 8.5 pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration insale, or to provide all or issue any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders securities of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention nature to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior NotesPerson.

Limitation on Restricted Actions. Directly The Credit Parties will not permit any Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsRestricted Payments, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets Property to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Credit Party and pledge its assets (other than Excluded Property) pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (aa)-(d) through above and, solely with respect to the Medium Term Notes and the Medium Term Indenture, clause (de) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) any Junior Financing Documentation, provided that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Subordinated Note Indenture and the Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (Civ) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) the Medium Term Notes and the Medium Term Indenture, (vi) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvii) customary restrictions and conditions contained in any agreement relating to the sale of any Indebtedness issued by a Subsidiary on Property permitted under Section 8.4(b) pending the consummation of such sale or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Eviii) customary non-assignment provisions restrictions and conditions contained in leases governing leasehold interests to and other contracts restricting the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesassignment thereof.

Limitation on Restricted Actions. Directly Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (a) through (da)-(e) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable lawRequirements of Law, (Ciii) pursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c), (h) or (j), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) any agreement customary restrictions on the assignment of or granting of a Lien on a particular lease, sublease, license or contract set forth in such lease, sublease, license or contract entered into in the ordinary course of business, (vi) restrictions on the pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, (vii) customary restrictions and conditions relating to any Indebtedness issued by a Subsidiary on disposition of property or prior to assets permitted hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such datedisposition, and (Eviii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Revolving Credit Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly Except for conditions and restrictions existing as of the date hereof and described on SCHEDULE 8.11, the Credit Parties will not permit any Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) the Senior Subordinated Note documentation as in effect as of the Closing Date, (iii) applicable law, (Civ) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), PROVIDED, HOWEVER, that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Lien PROVIDED, FURTHER, that no such lien shall encumber any of the Consolidated Parties' fee simple owned real property or leasehold assets, (Dvi) any agreement customary restrictions and conditions contained in agreements relating to any Indebtedness issued by a Subsidiary on or prior to the date on which Asset Dispositions otherwise permitted hereunder pending such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreementsale, provided that such restrictions and conditions apply only to the Note Purchase Agreement does not so restrict assets which are to be sold (including the assets of a Subsidiary being sold) and (vii) customary provisions in leases, licenses and similar contracts restricting the subletting, assignment or transfer thereof, or any Subsidiary that has guaranteed property or asset the Borrower's obligations under the Senior Notessubject thereof.

Limitation on Restricted Actions. Directly No Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower distribution on its Equity Interests any of such Person’s capital stock (or with respect to any other interest or participation in, or measured by, its profitsequity interests), (b) pay any Indebtedness or other obligation owed to the any Borrower, (c) make loans or advances to the Borrower, any Borrower or (d) sell, lease or transfer any of its properties or assets property to the any Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit DocumentsAgreement, (Bii) those imposed by applicable lawlaws or regulations, (Ciii) agreements in existence and as in effect on the Amendment Effective Date (and any Permitted refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (iv) agreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions which are not less favorable to Whirlpool and its Subsidiaries), (v) in connection with any Lien permitted by Section 7.10 or any document or instrument governing any Permitted Lien (such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvi) pursuant to customary restrictions and conditions contained in any agreement relating to any Indebtedness issued by a Subsidiary on or prior to sale of assets not prohibited hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, sale and (Evii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notescontracts.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Interest or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(e) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and Agreement, the other Credit Documents, Documents and the Series A Credit Agreement; (Bii) applicable law, ; (Ciii) any Permitted Lien document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (iv) customary restrictions and conditions in any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), Lien and such encumbrances and restrictions are not created in whole or in part for the purpose of avoiding the restrictions imposed by this Section 6.9; (Dv) any agreement relating to any Indebtedness issued by a Subsidiary on or prior incurred pursuant to Section 6.1(h), to the date on which extent that such Subsidiary became restrictions are not more restrictive, taken as a Subsidiary or whole, than the restrictions contained herein; (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (vii) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions not entered into in contemplation of such Person becoming a Subsidiary; (viii) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (ix) any restriction on a Subsidiary imposed pursuant to which such Person became an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or was acquired by the Borrower) and outstanding on such date, and disposition; (Ex) customary non-assignment provisions restrictions and conditions contained in leases governing leasehold interests any agreement relating to the extent sale, transfer, lease or other disposition of any asset permitted under Section 6.4 pending the consummation of such provisions restrict the transfer sale, transfer, lease or other disposition; (xi) any such prohibitions and restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower contracts or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters obligations referred to in clause clauses (ei) through (x) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notessuch amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such contract or obligation prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restricted Actions. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrower, (c) make loans or advances to the Borrower, (d) sell, lease or transfer any of its properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (C) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's ’s obligations under the Senior Notes.

Limitation on Restricted Actions. Directly Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party or any Subsidiary on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party (except for waiving or deferring in the Borrowerordinary course of business subrogation and reimbursement rights in connection with Guaranty Obligations permitted pursuant to the terms of Section 6.3), (c) make loans or advances to the Borrowerany Credit Party or any Subsidiary, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party or any Subsidiary, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) the Senior Indenture as in effect on the Effective Date and the Convertible Notes Indenture as in effect on the date of the initial issuance of the Convertible Notes, (v) any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l); provided that (A) such restrictions are limited to the respective Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the equity interests in any Material Foreign Subsidiary) and (B) other than documents governing Indebtedness in an aggregate amount not to exceed $90,000,000 at any one time outstanding, such restrictions will not include any encumbrance or restriction of the types described in clauses (a) – (c) above, (vi) encumbrances or restrictions contained in agreements relating only to one or more Immaterial Subsidiaries, (vii) encumbrance or restriction of any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dviii) any agreement relating to any instrument governing Indebtedness issued by or Capital Stock of a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was Person acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all Company or any portion of its Subsidiaries as in effect at the funds utilized time of such acquisition (except to consummate, the transaction extent such Indebtedness or series of related transactions Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or pursuant restriction is not applicable to which any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Person became a Subsidiary or Indebtedness was acquired by the Borrower) and outstanding on such dateotherwise permitted to be incurred hereunder, and (Eix) customary non-assignment provisions in leases governing leasehold interests contracts and licenses in respect of such contract or license, as the case may be, entered into in the ordinary course of business, (x) purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions on the property purchased or leased, provided that such restrictions will not include any encumbrance or restriction of the types described in clause (a) – (c) above or, in the case of clause (e), applies only to the extent assets subject to such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interestsLiens, and (iiixi) a requirement that any agreement for the sale or other disposition of a Subsidiary give the holders of any Indebtedness of such that restricts distributions by that Subsidiary not more than thirty days prior written notice of pending its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notessale or other disposition.

Limitation on Restricted Actions. Directly Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(e) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable lawRequirements of Law, (Ciii) pursuant to any document or Instrument governing Indebtedness permitted by Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument Instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) any agreement relating to any Indebtedness issued by a Subsidiary customary restrictions on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation assignment of or pursuant to which granting of a Lien on a particular lease, sublease, license or contract set forth in such Person became a Subsidiary lease, sublease, license or was acquired by contract entered into in the Borrowerordinary course of business, (vi) and outstanding restrictions on such datethe pledge of interests in or assets of joint ventures contained in the applicable joint venture agreement, and (Evii) customary non-assignment provisions in leases governing leasehold interests restrictions and conditions relating to a disposition of property or assets permitted hereunder pending the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness consummation of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesdisposition.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or 106 other obligation owed to the Borrowerany other Credit Party, (c) make loans or advances to the Borrowerany other Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany other Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents and the PNC Term Loan Documents, (Bii) applicable law, (Ciii) any Permitted Lien document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) so long as any such restriction contained therein relates only to a limitation on the ability of such Person to xxxxx x Xxxx on the asset or assets constructed or acquired in connection therewith, (iv) any document or instrument governing any Permitted Lien (provided that so long as any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Ev) customary non-assignment provisions in leases governing leasehold interests leases, licenses, permits and other agreements entered into in the ordinary course of business, (vi) obligations that are binding on a Person at the time such Person first becomes a Subsidiary of the Borrower or any of the other Credit Parties, or (vii) customary restrictions contained in an agreement relating to the extent such provisions restrict a Disposition that limit the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect encumbrances of the matters referred property or assets relating to in clause (e) above) for restrictions in such Disposition pending consummation thereof so long as any such restriction contained therein relates only to the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesasset or assets subject to such Disposition.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith), (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Ev) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (vi) restrictions in leases governing leasehold interests joint venture and partnership agreements (other than such existing restrictions contained in the charter documents of ESI), (vii) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the extent such provisions restrict the disposition or transfer of the leaseassets or property in asset sale agreements, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners stock sale agreements and other than the Borrower or other Subsidiaries, in accordance with their respective equity interestssimilar agreements, and (iiiviii) a requirement that a restrictions and conditions applicable to any Subsidiary give acquired after the holders of any Indebtedness date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholdersacquisition, and except (in respect of the matters referred apply solely to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notessuch acquired Subsidiary.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith), (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Ev) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (v) restrictions in leases governing leasehold interests joint venture and partnership agreements (other than such existing restrictions contained in the charter documents of ESI), (vi) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the extent such provisions restrict the disposition or transfer of the leaseassets or property in asset sale agreements, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners stock sale agreements and other than the Borrower or other Subsidiaries, in accordance with their respective equity interestssimilar agreements, and (iiivii) a requirement that a restrictions and conditions applicable to any Subsidiary give acquired after the holders of any Indebtedness date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholdersacquisition, and except (in respect of the matters referred apply solely to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notessuch acquired Subsidiary.

Limitation on Restricted Actions. Directly The Borrower will not permit any Consolidated Party to directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrower, (c) make loans or advances to the Borrower, (d) sell, lease or transfer any of its properties or assets Property to the Borrower, or (e) act as a guarantor of the Borrower and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) the Senior Subordinated Note Indenture and the Senior Subordinated Notes, in each case as in effect as of the Closing Date, (iii) applicable law, (Civ) any document or instrument governing Indebtedness incurred pursuant to Section 7.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), Lien or (Dvi) customary restrictions and conditions contained in any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders sale of any Indebtedness Property permitted under Section 7.5 pending the consummation of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notessale.

Limitation on Restricted Actions. Directly No Borrower will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause cause, incur, assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower distribution on its Equity Interests any of such Person’s capital stock (or with respect to any other interest or participation in, or measured by, its profitsequity interests), (b) pay any Indebtedness or other obligation owed to the any Borrower, (c) make loans or advances to the Borrower, any Borrower or (d) sell, lease or transfer any of its properties or assets property to the any Borrower, except for (i) encumbrances or restrictions existing under or by reason of this Credit Agreement, (eii) act those imposed by applicable laws or regulations, (iii) agreements in existence and as a guarantor in effect on the Amendment Effective Date (and any refundings, replacements or refinancing of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (same not in respect of any excess of the matters then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above) for (i) such encumbrances above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documentsrefinanced), (Biv) applicable lawagreements of a Person existing at the time such Person is acquired by, merged into or consolidated with Whirlpool or any Subsidiary of Whirlpool or becomes a Subsidiary of Whirlpool; provided that such agreements were not entered into at the direction of Whirlpool or any of its Subsidiaries (other than any such Subsidiary that was not a Subsidiary at the time of such direction) in contemplation of such merger, consolidation or acquisition (and any refundings, replacements or refinancing of the same not in excess of the then outstanding amount of the obligations thereunder and containing restrictions of a type referred to in clauses (a) through (d) above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the agreement being refunded, replaced or refinanced), (Cv) in connection with any Permitted Lien permitted by Section 7.10 or any document or instrument governing any Permitted Lien (such Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvi) pursuant to customary restrictions and conditions contained in any agreement relating to any Indebtedness issued by a Subsidiary on or prior to sale of assets not prohibited hereunder pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower sale, (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Evii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the leasecontracts, (iiviii) any requirement that agreements entered into on or after the Effective Date containing restrictions of a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters type referred to in clause clauses (ea) abovethrough (d) for restrictions above which are not less favorable to Whirlpool and its Subsidiaries taken as a whole than those set forth in the Note Purchase this Credit Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly The Company will not, nor will it permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Loan Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Loan Party, (c) make loans or advances to the Borrowerany Loan Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Loan Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Loan Documents, (Bii) applicable lawApplicable Law, (Ciii) any Permitted Lien or any document or instrument governing any Permitted Lien Indebtedness incurred pursuant to subsection 7.1(iv), (vii) and (xi), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or property subject to such Permitted Lien), (Dv) any agreement relating to any instrument governing Indebtedness issued by acquired in connection with a Subsidiary on or prior to the date on which Permitted Acquisition, so long as such Subsidiary became a Subsidiary or Indebtedness was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions not incurred in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such dateacquisition, and (Evi) customary non-assignment provisions in leases governing leasehold interests or other agreements entered in the ordinary course of business and consistent with past practices, (vii) customary restrictions pursuant to an agreement that has been entered into for the sale, transfer, lease or other disposition permitted under this Agreement so long as such restrictions apply only to the extent property or assets subject to such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interestsagreement, and (iiiviii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, Subordinated Debt Documents and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Second Lien Credit Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) customary provisions in leases, licenses and contracts restricting assignments thereof, or (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating . Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) Request for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations Confidential Treatment under Rule 406 under the Senior Notes.Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profitsInterests, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofDocuments, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dv) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (vi) customary provisions in leases, licenses and other contracts restricting the assignment thereof, (vii) customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, (viii) any agreement relating to in effect at the time any Indebtedness issued by Person becomes a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions Borrower; provided that such agreement was not entered into in contemplation of or pursuant to which such Person became becoming a Subsidiary or was acquired by of the Borrower, (ix) and outstanding on such daterestrictions, which are not more restrictive in any material respect than those contained in this Agreement or any of the other Credit Documents, contained in any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with this Agreement, and (Ex) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions entered into in the Note Purchase Agreement, provided ordinary course of business with respect to Intellectual Property that limit the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesability to grant a security interest in such Intellectual Property.

Limitation on Restricted Actions. Directly Each Credit Party shall not, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on which prohibits or limits the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrower, a Credit Party or any Subsidiary of such Credit Party; (cb) make loans or advances to the Borrower, a Credit Party or any Subsidiary of such Credit Party; (dc) sell, lease or transfer any of its properties or assets Properties constituting Collateral to the Borrower, a Credit Party (other than restrictions related to transactions being at arm’s length); or (ed) act as a guarantor of the Borrower pursuant create, incur, assume or suffer to the Credit Documents or exist any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of Lien upon any of the matters referred to in clauses (a) through (d) above) for Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (Cii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any Permitted Lien lease governing a leasehold interest of such Credit Party or any document or instrument governing any Permitted Lien (provided that any Subsidiary of such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Credit Party, (Dv) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to any permitted Indebtedness issued incurred by a Subsidiary on or of such Credit Party prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (Evii) customary non-assignment provisions contractual obligations in leases governing leasehold interests existence on the Closing Date and set forth on Schedule 6.9 to the extent such provisions restrict the transfer of the lease, (ii) Disclosure Letter and any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower extension or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness continuation of such Subsidiary not more contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than thirty days those encumbrances and restrictions contained in such contractual obligation prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notessuch extension or continuation.

Limitation on Restricted Actions. Directly The Credit Parties will not permit any Consolidated Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets Property (other than Capital Stock in Joint Ventures) to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Credit Party and pledge its Property (other than Capital Stock in Joint Ventures) pursuant to and in accordance with the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) the Subordinated Debt Indentures and Subordinated Notes, as in effect as of the Closing Date, (iii) applicable lawlaw or regulation, (Civ) any document or instrument governing Indebtedness permitted under Section 8.1, provided that the encumbrances and restrictions relating to any Consolidated Party in such document or instrument are no more restrictive than the corresponding encumbrances and restrictions contained in the Credit Documents, (v) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (Dvii) customary restrictions and conditions contained in any agreement relating to the sale of any Indebtedness issued by a Subsidiary on or prior to Property permitted under Section 8.5 pending the date on which consummation of such Subsidiary became a Subsidiary or was acquired by the Borrower sale, (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (Eviii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, contracts or (iiix) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other agreements entered into by Foreign Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrower, (c) make loans or advances to the Borrower, (d) sell, lease or transfer any of its properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (C) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Nonnon-Whollywholly-Owned owned Subsidiary make Restricted Payments to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholders, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notes.

Limitation on Restricted Actions. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions to the Borrower on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrower, (c) make loans or advances to the Borrower, (d) sell, lease or transfer any of its properties or assets to the Borrower, or (e) act as a guarantor of the Borrower pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through (d) above) for (i) such encumbrances or restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents, (B) applicable law, (C) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) any agreement relating to any Indebtedness issued by a Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions in contemplation of or pursuant to which such Person became a Subsidiary or was acquired by the Borrower) and outstanding on such date, and (E) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments dividend or other distribution to all owners of its equity interests, including owners other than the Borrower or other Subsidiaries, in accordance with their respective equity interests, and (iii) a requirement that a Subsidiary give the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay a dividend to its stockholdersstockholders and (iv) (in respect of the matters referred to in clauses (a) and (d) above) restrictions on sales, leases or transfers of all or substantially all of the assets of any Subsidiary that has guaranteed the Borrower’s obligations under the Senior Notes during an event of default thereunder, and except (in respect of the matters referred to in clause (e) above) for restrictions in the Note Purchase Agreement, provided that the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's ’s obligations under the Senior Notes.. 6.9

Limitation on Restricted Actions. Directly The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary such Person to (a) pay dividends or make any other distributions to the Borrower any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to the Borrowerany Credit Party, (c) make loans or advances to the Borrowerany Credit Party, (d) sell, lease or transfer any of its properties or assets to the Borrowerany Credit Party, or (e) act as a guarantor of the Borrower Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof or amend or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a) through (da)-(d) above) for (i) such encumbrances or restrictions existing under or by reason of (Ai) this Credit Agreement and the other Credit Documents, (Bii) applicable law, (Ciii) any document or instrument governing Indebtedness permitted hereunder; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv) any Permitted Lien or any document or instrument governing any Permitted Lien (Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Lien (v) (A) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, (D) such Contractual Obligations may be set forth in any agreement relating to evidencing any permitted renewal, extension or refinancing of such Indebtedness issued by so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation; (vi) are binding on a Subsidiary on or prior to at the date on which time such Subsidiary became first becomes a Subsidiary or was acquired by the Borrower (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummateCompany, the transaction or series of related transactions so long as such Contractual Obligations were not entered into in contemplation of or pursuant to which such Person became becoming a Subsidiary or was acquired by of the BorrowerCompany; (vii) and outstanding on such date, and (E) customary non-assignment are provisions in leases governing leasehold interests Organization Documents and other customary provisions in joint venture agreements and other similar agreements applicable to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such provisions restrict the transfer Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the lease, (ii) any requirement that a Non-Wholly-Owned Subsidiary make Restricted Payments to all owners Equity Interests of its equity interests, including owners other than the Borrower such joint venture or other SubsidiariesPerson entered into in the ordinary course of business; (viii) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in accordance with their respective equity interests, and (iii) a requirement that each case granted to the Company or a Subsidiary give of the holders of any Indebtedness of such Subsidiary not more than thirty days prior written notice of its intention to pay Company by a dividend to its stockholders, and except (third party in respect of real property owned by such third party) so long as such restrictions relate only to the matters referred to in clause assets (eor the Company’s or such Subsidiary’s rights under such easement, right of way or similar right or encumbrance, as applicable) abovesubject thereto; (ix) for restrictions are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Subsidiary; (x) are customary provisions restricting assignment of any agreement entered into in the Note Purchase Agreement, provided that ordinary course of business; and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the Note Purchase Agreement does not so restrict any Subsidiary that has guaranteed the Borrower's obligations under the Senior Notesordinary course of business.