Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]customary net worth provisions contained in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations, (iv) any restrictions contained in documents governing agreements related to Indebtedness permitted of any Non-Guarantor Subsidiary not prohibited under Section 7.2(e), 7.2 (i), (lin which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(qpermitted by Sections 7.3(g) and 7.3(z)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) restrictions governing Indebtedness permitted on cash or other deposits imposed by customers under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained contracts entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under (A) this Agreement, the other Loan Documents, the ABL Loan Documents or by reason of the documentation governing the Asia Facility, (iB) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and is no more restrictive than the Loan Documents or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans, any ABL Loans or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not more restrictive than the Loan Documents, the ABL Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary in effect at the time such Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in limited to the CCO Senior Note Indenture property or assets subject to such leases, subleases, licenses or sublicenses, as in effect on the Restatement Effective Date, case may be and (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ixv) customary restrictions and conditions contained in an agreement to Dispose of assets in a transaction permitted under Section 7.5 agreements relating to the extent sale of a Restricted Subsidiary or any assets pending such sale, provided that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) conditions apply only to the extent prohibiting transfers of the Restricted Subsidiary or assets financed with that is to be sold and such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datesale is permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under (A) this Agreement, the other Loan Documents, the Term Loan Documents or by reason of the documentation governing the Asia Facility, (iB) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and is no more restrictive than the Loan Documents or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans, any Term Loans or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not more restrictive than the Loan Documents, the Term Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary in effect at the time such Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in limited to the CCO Senior Note Indenture property or assets subject to such leases, subleases, licenses or sublicenses, as in effect on the Restatement Effective Date, case may be and (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ixv) customary restrictions and conditions contained in an agreement to Dispose of assets in a transaction permitted under Section 7.5 agreements relating to the extent sale of a Restricted Subsidiary or any assets pending such sale, provided that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) conditions apply only to the extent prohibiting transfers of the Restricted Subsidiary or assets financed with that is to be sold and such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datesale is permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents, (B) any agreement governing Indebtedness incurred pursuant to Section 7.2(v) or (C) any agreement governing Permitted Refinancing in respect of the Loans or any Indebtedness incurred pursuant to Section 7.2(v), in each case so long as any such agreement is not more restrictive than the Loan Documents and such Indebtedness, as applicable, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restriction under any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect than those the scope of any restriction contemplated by this Section 7.14 contained therein or (iv) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in the Loan Documents leases, subleases, licenses or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 limited to the extent that such restriction applies solely property or assets subject to such assetsleases, (x) customary anti-assignment provisions in leases and subleases, licenses entered into in or sublicenses, as the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datecase may be.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreementor such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) [Reserved]restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in relating to joint ventures to the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into extent that such restrictions joint ventures are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesprohibited hereunder, (v) any restrictions contained agreement in agreements governing Indebtedness assumed in connection with effect at the acquisition of any time a Person that becomes became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7(f7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (hvi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such Indebtedness is permitted under Section 7.2(f) prohibitions or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply limitations are only with respect to such acquired Foreign Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date assets or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as Subsidiary of such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, Foreign Subsidiary and (vii) restrictions contained in any QPC Indenture or with respect to the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsclause (c), (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in conditions imposed by any franchise permit, (xi) agreement relating to secured debt permitted by this Agreement if such restrictions governing Indebtedness permitted under Section 7.2(d) or conditions apply only to the extent prohibiting transfers of the property or assets financed with securing such Indebtednessdebt, and (xiiy) restrictions contained customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the Silo Credit Agreements as in effect granting of Liens on the Restatement Effective Daterights contained therein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Holdings or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, the Borrower in Holdings or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(bb), (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) regarding licenses or (n) or any other agreement governing Indebtedness (including Indebtedness sublicenses by Holdings and its Restricted Subsidiaries of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained Intellectual Property in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as ordinary course of business (in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time which case such documents are entered into that restriction shall relate only to such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesIntellectual Property), (v) any restrictions contained Contractual Obligations incurred in agreements governing Indebtedness assumed in connection with the acquisition ordinary course of business which include customary provisions restricting the assignment of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesagreement relating thereto, (vi) restrictions customary provisions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (vii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (viii) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Sections 7.4 or 7.5, (xiix) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (x) restrictions governing Indebtedness permitted on cash or other deposits imposed by customers under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained contracts entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter Except for the agreements listed on Schedule 6.8,6.8 (and any successor agreement thereto in connection with the replacement or refinancing thereof; provided, that the provisions of such successor agreement, when taken as a whole, are no more restrictive than those contained in the agreement to which it is a successor) enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower Guarantor to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Guarantor or any other Restricted Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower Applicant or any other Restricted Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower Guarantor or any other Restricted Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets Assets of such Restricted Subsidiary (in a transaction otherwise which case, any restriction shall only be effective against such Capital Stock or Assets), and (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement, and (iii) [Reserved], (iv) any restrictions contained agreement in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or effect at the time any other agreement governing Indebtedness Person becomes a Subsidiary of Guarantor (including Indebtedness by way of a Qualified Parent Company merger or Indebtedness secured by Liens described in Section 7.3(qconsolidation)) so long as either ; provided that (x) and any successor agreement thereto in connection with the replacement or refinancing thereof; provided, that the provisions of such restrictions successor agreement, when taken as a whole, are no more onerous in any material respect restrictive than those contained in the Loan Documents or the CCO Senior Notes Indenturesagreement to which it is a successor; and provided further, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time that such documents are agreement was not entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition Person becoming a Subsidiary and (y) such restrictions apply only to the property or assets of such acquired Subsidiary Person and its Subsidiariesrespective Subsidiaries existing at the time such Person becomes a Subsidiary of Guarantor, (viiv) restrictions contained solely in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in case of clause (c) above, any other agreement governing Indebtedness secured by any purchase money Liens described or capital lease obligationsLien otherwise permitted hereby (in Section 7.3(owhich case, any prohibition or limitation shall only be effective against the assets financedcovered thereby) so long as such restrictions are no more onerous in any material respect than those contained and (v) solely in the CCO Senior Note Indenture as case of clause (c) above, customary provisions in effect on the Restatement Effective Dateleases, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, licenses and other documents governing contracts restricting the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datethereof.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreementor such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) [Reserved]restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in relating to joint ventures to the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into extent that such restrictions joint ventures are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesprohibited hereunder, (v) any restrictions contained agreement in agreements governing Indebtedness assumed in connection with effect at the acquisition of any time a Person that becomes became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7(f7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (hvi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such Indebtedness is permitted under Section 7.2(f) prohibitions or (l) limitations are only with respect to such Foreign Subsidiary and such Indebtedness was not created its assets or incurred in contemplation any Subsidiary of such acquisition and Foreign Subsidiary; (vii) with respect to the restrictions in clause (c), (x) restrictions or conditions imposed by any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such acquired Subsidiary debt, and its Subsidiaries(y) customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the granting of Liens on the rights contained therein and (viviii) restrictions contained in the CCO Senior Note Indenture as in effect on imposed by any agreement governing Indebtedness incurred after the Restatement Effective Date and permitted under Section 7.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or in any other agreement governing Subsidiary than customary market terms for Indebtedness secured by Liens described in Section 7.3(o) of such type, so long as the Borrower shall have determined in good faith that such restrictions are no more onerous will not adversely affect in any material respect than those contained in its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the CCO Senior Note Indenture as in effect on Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely lenders to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateSecuritization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or contractual restriction on the ability of any Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all terms of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreementinstruments governing the Accounts Receivable Financing, (iii) [Reserved]Requirements of Law, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect existing on the Restatement Effective Closing Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing restriction relating to Indebtedness assumed in connection with the acquisition of any Person that becomes Subsidiary and existing at the time it became a Subsidiary pursuant (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness (provided that such restriction is no less favorable to Section 7.7(fthe Lenders than those under the agreement evidencing the Indebtedness so refinanced) and (vii) in the case of restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Borrower or (h) any Subsidiary, so long as such Indebtedness is permitted under Section 7.2(frestriction relates solely to the property so acquired, (C) any restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (lD) and such Indebtedness was not created or incurred any restrictions customarily contained in contemplation asset sale agreements limiting the transfer of such acquisition and property pending the closing of such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datesale.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions contained set forth in documents governing Indebtedness permitted under Section 7.2(e)any Incremental Equivalent Debt, (i)Replacement Facility, (l) or (n) Permitted Foreign Receivables Facility or any other agreement governing Junior Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such the restrictions set forth therein are no not, taken as a whole, materially more onerous in any material respect restrictive than those contained the corresponding provisions in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesDocuments, (v) any restrictions contained in agreements governing Indebtedness assumed any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in connection with which case, any prohibition or limitation shall only be effective against the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesassets financed thereby), (vi) restrictions contained in the CCO Senior Note Indenture as in effect and conditions existing on the Restatement Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or in modification expanding the scope or duration of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterestriction or condition), (vii) restrictions contained in or conditions imposed by any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement relating to Dispose of assets in a transaction Liens permitted under Section 7.5 by this Agreement but solely to the extent that such restriction applies solely restrictions or conditions apply only to the property or assets subject to such assetspermitted Lien, (xviii) customary anti-assignment provisions in leases leases, licenses and licenses other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or as required in any franchise permitRestricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) restrictions governing Indebtedness any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 7.2(d) 8.7), which limitation is applicable only to the extent prohibiting transfers assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the assets financed with such Indebtednessordinary course of business, and (xiixiv) restrictions contained imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved]any restriction pursuant to a Permitted Securitization Financing, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective DateLoan Documents, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest[reserved], (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, and (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreementor such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) [Reserved]restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in relating to joint ventures to the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into extent that such restrictions joint ventures are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesprohibited hereunder, (v) any restrictions contained agreement in agreements governing Indebtedness assumed in connection with effect at the acquisition of any time a Person that becomes became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7(f7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, (hvi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such Indebtedness is permitted under Section 7.2(f) prohibitions or (l) and such Indebtedness was not created or incurred in contemplation limitations are only with respect to the assets of such acquisition and Foreign Subsidiary or any Subsidiary of such restrictions apply only to such acquired Foreign Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or with respect to the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsclause (c), (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in conditions imposed by any franchise permit, (xi) agreement relating to secured debt permitted by this Agreement if such restrictions governing Indebtedness permitted under Section 7.2(d) or conditions apply only to the extent prohibiting transfers of the property or assets financed with securing such Indebtednessdebt, and (xiiy) restrictions contained customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the Silo Credit Agreements as in effect granting of Liens on the Restatement Effective Daterights contained therein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions or conditions imposed by any law, rule, regulation, ordinance, order, code, interpretation, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental Authority, (iii) customary restrictions and conditions contained in licenses, leases and franchise agreements, (iv) restrictions or conditions in respect of transfers or distributions affecting property or assets subject to a Lien permitted under Section 7.3, (v) restrictions or conditions contained in instruments and agreements evidencing Indebtedness for borrowed money permitted to be incurred under Section 7.2, that are taken as a whole no more restrictive than such restrictions and conditions contained in this Agreement, (vi) restrictions or conditions contained in (A) any joint venture agreements, partnership agreements and other agreements relating to any Joint Venture, provided such restrictions or conditions apply only to the assets or property owned by such Joint Venture or (B) any instruments or agreements evidencing third party Indebtedness for borrowed money incurred by any Joint Venture, provided that such restrictions apply only to the assets or property owned by such Joint Venture and such Indebtedness is not otherwise prohibited by this Agreement, (vii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Restricted Subsidiary and its Subsidiaries, (viviii) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) customary restrictions contained in any QPC Indenture documents relating to any Securitizations, provided such restrictions only apply to the applicable Securitization Vehicle and its assets or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateSecuritization Assets.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]customary net worth provisions contained in real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations, (iv) any restrictions contained in documents governing agreements related to Indebtedness permitted of any Non-Guarantor Subsidiary not prohibited under Section 7.2(e), 7.2 (i), (lin which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(qpermitted by Sections 7.3(g) and 7.3(aa)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any customary restrictions contained regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions limiting the disposition or distribution of assets or property contained in any QPC Indenture or joint venture agreements and other similar agreements applicable to Joint Ventures, which limitation is applicable only to the Holdings Credit Documents as in effect on assets that are the Restatement Effective Datesubject of such agreements, (viii) restrictions contained customary provisions in agreements entered into in the organizational documents ordinary course restricting the subletting or assignment of CC VIII, LLC, and other documents any lease governing the CCVIII Interesta leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an agreement to Dispose of assets in a transaction asset sale permitted under by Section 7.5 to the extent that such restriction applies solely to such assets7.4 or 7.5, (x) customary anti-assignment provisions any agreement in leases effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted hereby, and licenses (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datebusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]applicable law, (iv) customary provisions restricting subletting or assignment of any restrictions contained in documents lease governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness a leasehold interest of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesSubsidiary, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with Lien permitted by Section 8.3 restricting the acquisition transfer of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesthe property subject thereto, (vi) restrictions contained customary provisions in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Datepartnership agreements, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Datelimited liability company organizational governance documents, (viii) restrictions contained in the organizational documents of CC VIII, LLC, asset sales and stock sale agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or as required similar person, (vii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by this Agreement or the Loan Documents; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancings, (viii) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to the Disposition of any property permitted under Section 8.5 pending the consummation of such sale, (x) any agreement applicable to such Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of such Borrower, (xi) restrictions governing Indebtedness permitted on cash or other deposits or net worth imposed by suppliers or landlords under Section 7.2(d) to contracts entered into in the extent prohibiting transfers ordinary course of the assets financed with such Indebtednessbusiness, and (xii) restrictions contained any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Silo Credit Agreements as in effect on properties or assets of any Person, other than the Restatement Effective DatePerson or the properties or assets of the Person so acquired.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, any agreements governing Indebtedness permitted by Section 7.1(k) or (o) and any agreement governing Permitted Refinancing Indebtedness in respect thereof (provided that such prohibitions or limitations contained therein, when taken as a whole, are not materially more restrictive than the equivalent restrictions in this Agreement) and any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that such prohibitions or limitations contained therein are, when taken as a whole, are not materially more restrictive than those in the agreement governing such Indebtedness as of the Closing Date), (ii) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests in joint ventures (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with holding company which may hold the Disposition of all or substantially all of the Equity Interests or assets Capital Stock of such Subsidiary in a transaction otherwise permitted by this Agreementjoint venture), (iii) [Reserved], any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property); (iv) any restrictions and conditions contained in documents governing Indebtedness permitted under Section 7.2(e)agreements relating to the sale of all or a substantial part of the capital stock or assets of any Restricted Subsidiary pending such sale, (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) provided such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property conditions apply only to the Loan Partiescapital stock or assets to be sold and such sale is permitted hereunder, (v) any with respect to restrictions described in clause (a) of this Section 7.11, restrictions contained in agreements governing Indebtedness assumed permitted by Section 7.1 hereof, (vi) with respect to restrictions described in connection with the acquisition clause (c) of any Person that becomes a Subsidiary pursuant to this Section 7.7(f7.11, restrictions contained in agreements governing Indebtedness permitted by Section 7.1(i) or (h) so as long as such Indebtedness is permitted under Section 7.2(f) or (lrestrictions apply to the property financed thereby) and such Indebtedness was not created or incurred in contemplation of such acquisition and (k) hereof (as long as such restrictions apply only to such acquired Subsidiary and its Subsidiariesthe assets of the applicable joint venture), (vivii) restrictions any restriction existing by reason of any holder of a Lien permitted by Section 7.2 restricting the transfer of the property subject thereto, (viii) any restriction and condition contained in any agreement relating to the CCO Senior Note Indenture as Disposition of any property not prohibited by Section 7.4 pending the consummation of such Disposition, (ix) any restriction in any agreement in effect on at the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) time a Subsidiary becomes a Subsidiary, so long as such restrictions are no more onerous agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary, (x) any restriction in any material respect than those contained instrument governing Indebtedness assumed in the CCO Senior Note Indenture as in effect on the Restatement Effective Dateconnection with any Permitted Acquisition and permitted pursuant to Section 7.1(l), (vii) restrictions contained in which encumbrance or restriction is not applicable to any QPC Indenture Person, or the Holdings Credit Documents as in effect on properties or assets of any Person, other than the Restatement Effective Date, (viii) restrictions contained in Person or the organizational documents properties or assets of CC VIII, LLCthe Person so acquired, and other documents governing (xi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the CCVIII InterestLoan Documents of the contracts, instruments or obligations referred to in clauses (iv), (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, or (x) customary anti-assignment provisions in leases above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and licenses entered into in restrictions than those prior to such amendment or refinancing; provided further that this Section 7.11 shall not apply to encumbrances or restrictions pursuant to the ordinary course of business or as required in any franchise permit, (xi) restrictions terms governing Indebtedness permitted under Section 7.2(d) of any Foreign Subsidiary provided that such encumbrances or restrictions shall be limited to the extent prohibiting transfers assets of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateForeign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Parent Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under (A) this Agreement or by reason of the other Loan Documents, (iB) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and such encumbrance or restriction will not affect the ability of the Loan DocumentsParties to service the Loans or any other Obligation or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not materially more restrictive, taken as a whole, than the documents governing the Indebtedness being refinanced, as applicable, (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary in effect at the time such Person becomes a Restricted Subsidiary of the Parent Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Parent Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in limited to the CCO Senior Note Indenture property or assets subject to such leases, subleases, licenses or sublicenses, as in effect on the Restatement Effective Date, case may be and (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ixv) customary restrictions and conditions contained in an agreement to Dispose of assets in a transaction permitted under Section 7.5 agreements relating to the extent sale of a Restricted Subsidiary or any assets pending such sale, provided that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) conditions apply only to the extent prohibiting transfers of the Restricted Subsidiary or assets financed with that is to be sold and such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datesale is permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents or the Second Lien Loan Documents (or any documentation governing any Permitted Refinancing Indebtedness in respect of the Second Lien Loans, so long as any such restriction included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable restriction included in the Second Lien Loan Documents) or (B) any agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]any restriction under any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.15 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in limited to the CCO Senior Note Indenture property or assets subject to such leases, subleases, licenses or sublicenses, as in effect on the Restatement Effective Date, case may be or (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ixv) customary restrictions and conditions contained in an agreement to Dispose of assets in a transaction permitted under Section 7.5 agreements relating to the extent sale of a Restricted Subsidiary or any assets pending such sale, provided that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) conditions apply only to the extent prohibiting transfers of the Restricted Subsidiary or assets financed with that is to be sold and such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datesale is permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]any restrictions set forth in the agreement governing any Junior Indebtedness so long as the restrictions set forth therein are not materially more restrictive than the corresponding provisions in the Loan Documents, (iv) any restrictions contained agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in documents governing Indebtedness permitted under Section 7.2(ewhich case, any prohibition or limitation shall only be effective against the assets financed thereby), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any restrictions contained in agreements governing Indebtedness assumed in connection with amendment or modification expanding the acquisition scope or duration of any Person that becomes a Subsidiary pursuant to Section 7.7(f) such restriction or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariescondition), (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in conditions imposed by any other agreement governing Indebtedness secured relating to Liens permitted by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 this Agreement but solely to the extent that such restriction applies solely restrictions or conditions apply only to the property or assets subject to such assetspermitted Lien, (xvii) customary anti-assignment provisions in leases leases, licenses and licenses other contracts entered into in the ordinary course of business restricting the assignment thereof, (viii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (ix) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2, (x) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as required such agreement or arrangement was not created in any franchise permit, anticipation of such acquisition and (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable law.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests capital stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved], (iv) restrictions under any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company Capital Lease Obligations or Indebtedness secured by Liens described in permitted by Section 7.3(q)) 6.02, so long as either (x) such restrictions are no more onerous apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be, (iv) restrictions under any agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in any material respect than those contained in each case so long as the Loan Documents or aggregate amount of the CCO Senior Notes Indentures, Indebtedness incurred under the Holdings Credit Documents relevant agreement or any QPC Indenture as in effect replacement or refinancing thereof is not increased above the amount outstanding on the Restatement Effective Date, or (y) Closing Date and the Borrower determines in good faith at the time such documents are entered into that such relevant restrictions are not likely to result in a material impairment of made more restrictive after the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions Closing Date and transfers of property to the Loan Parties, (v) restrictions under any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition agreement of any Person that becomes a Restricted Subsidiary pursuant after the Closing Date that existed prior to Section 7.7(f) the time such Person became a Restricted Subsidiary, provided that such restrictions are not created in contemplation of or (h) in connection with such acquisition, and any replacement or refinancing thereof so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no not made more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Daterestrictive.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Senior Secured Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]customary net worth provisions contained in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations, (iv) any restrictions contained in documents governing agreements related to Indebtedness permitted of any Non-Guarantor Subsidiary not prohibited under Section 7.2(e), 6.2 (i), (lin which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(qpermitted by Sections 6.3(g) and 6.3(z)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) restrictions governing Indebtedness permitted on cash or other deposits imposed by customers under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained contracts entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower Cedar Fair LP to (ai) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Cedar Fair LP or any other Subsidiary of the BorrowerGuarantor, (bii) make loans or advances to, or other Investments in, the Borrower Cedar Fair LP or any other Subsidiary of the Borrower Guarantor or (ciii) transfer any of its assets to the Borrower Cedar Fair LP or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents, (iiB) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary permitted hereby, (C) customary restrictions on transfer in a transaction connection with purchase money security interests and Capital Lease Obligations otherwise permitted by under this Agreement, Agreement (iii) [Reserved], (iv) any provided that such restrictions contained in documents governing Indebtedness permitted under Section 7.2(eshall be limited to the assets that are the subject of such purchase money security interest or Capital Lease Obligation), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (viD) restrictions contained in the CCO Qualifying Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) Unsecured Debt and Qualifying Senior Secured Debt so long as such restrictions are no not more onerous onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in any material respect good faith by Cedar Fair LP) than those contained the terms of this Agreement and (E) restrictions in the CCO Existing Senior Note Indenture Notes and the Senior Notes and any Permitted Refinancing Indebtedness thereof so long as, in the case of any Permitted Refinancing Indebtedness, such restrictions are not more onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in effect on good faith by Cedar Fair LP) than the Restatement Effective Dateterms of this Agreement, (vii) restrictions contained in any QPC Indenture the Existing Senior Notes or the Holdings Credit Documents Senior Notes, as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower such Guarantor to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments and the VEBA Note Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Subsidiary Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementGuarantor, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) agreement or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements instrument governing Indebtedness assumed in connection with the acquisition of assets by the Borrower or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person that becomes a Subsidiary pursuant or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation 6.4 imposed by the holder of such acquisition Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and such restrictions apply only other similar agreements (in each case relating solely to such acquired Subsidiary and its Subsidiariesthe respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the CCO Senior Note Indenture as terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as violation of this Agreement, provided that, such restrictions are no more onerous in any material respect than those contained in relate only to the CCO Senior Note Indenture as in effect on the Restatement Effective DateProperty financed with such Indebtedness, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective DateExisting Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the organizational documents extent permitted by the provisions of CC VIII, LLC, and other documents governing the CCVIII Interestany Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) customary restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in an agreement to Dispose the ordinary course of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsbusiness, (x) customary antinon-assignment provisions in leases leases, contracts, licenses and licenses other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(dany amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the extent prohibiting transfers of Group Members and the assets financed with Lender than the provisions relating to such Indebtedness, and (xii) restrictions encumbrance or restriction contained in the Silo Credit Agreements as agreements referred to in effect on the Restatement Effective Datesuch clause.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Second Lien Term Loan Documents and any agreement governing Permitted Second Lien Indebtedness (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exits in the Second Lien Term Loan Documents), any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (ii) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests in joint ventures (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with holding company which may hold the Disposition of all or substantially all of the Equity Interests or assets Capital Stock of such Subsidiary in a transaction otherwise permitted by this Agreementjoint venture), (iii) [Reserved], any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property); (iv) any customary restrictions and conditions contained in documents governing Indebtedness permitted under Section 7.2(e)agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) provided such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property conditions apply only to the Loan PartiesSubsidiary to be sold and such sale is permitted hereunder, (v) any with respect to restrictions described in clause (a) of this Section 7.12, restrictions contained in agreements governing Indebtedness assumed permitted by Section 7.2(c) hereof; and (vi) with respect to restrictions described in connection with the acquisition clause (c) of any Person that becomes a Subsidiary pursuant to this Section 7.7(f7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(e) or (h) so as long as such Indebtedness is permitted under Section 7.2(f) or (lrestrictions apply to the property financed thereby) and such Indebtedness was not created or incurred in contemplation of such acquisition and (k) hereof (as long as such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower Borrowers to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, any of the Borrower Borrowers or any other Subsidiary of the BorrowerBorrowers, (b) make loans or advances to, or other Investments in, any of the Borrower Borrowers or any other Subsidiary of the Borrower Borrowers or (c) transfer any of its assets to any of the Borrower Borrowers or any other Subsidiary of the BorrowerBorrowers, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Foreign Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f6.2(h) or (lprovided, that (x) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction applies only to such acquired Foreign Subsidiary and its SubsidiariesSubsidiaries and (y) at no time shall the aggregate outstanding principal amount of such Indebtedness affected by such restriction exceed $50,000,000), (viiv) restrictions contained on property subject to a Permitted Lien in favor of the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as holder of such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective DateLien, (viiv) restrictions contained in any QPC Indenture Indebtedness or the Holdings Credit Documents as in effect on the Restatement Effective Datecontractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers good faith determination of the assets financed with board of directors or senior management of the Company, are necessary to effect such IndebtednessQualified Receivables Transaction, and (xiivi) restrictions contained the rights of shareholders of Subsidiaries (other than the Borrowers and their Subsidiaries) to receive dividends in respect of the Silo Credit Agreements as in effect on the Restatement Effective DateCapital Stock of such Subsidiaries owned by such shareholders and other rights of such shareholders arising by operation of law.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreementor such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) [Reserved]restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in relating to joint ventures to the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into extent that such restrictions joint ventures are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesprohibited hereunder, (v) any restrictions contained agreement in agreements governing Indebtedness assumed in connection with effect at the acquisition of any time a Person that becomes became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7(f) or (h) 7.7, so long as (x) such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness agreement was not created or incurred entered into solely in contemplation of such acquisition Investment and (y) such restrictions apply encumbrance or restriction applies only to such acquired Subsidiary Person and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLCassets, and other documents governing (vi)with respect to the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsclause (c), (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in conditions imposed by any franchise permit, (xi) agreement relating to secured debt permitted by this Agreement if such restrictions governing Indebtedness permitted under Section 7.2(d) or conditions apply only to the extent prohibiting transfers of the property or assets financed with securing such Indebtednessdebt, and (xiiy) restrictions contained customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the Silo Credit Agreements as in effect granting of Liens on the Restatement Effective Daterights contained therein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower Cedar Fair LP to (ai) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Cedar Fair LP or any other Subsidiary of the BorrowerGuarantor, (bii) make loans or advances to, or other Investments in, the Borrower Cedar Fair LP or any other Subsidiary of the Borrower Guarantor or (ciii) transfer any of its assets to the Borrower Cedar Fair LP or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents, (iiB) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary permitted hereby, (C) customary restrictions on transfer in a transaction connection with purchase money security interests and Capital Lease Obligations otherwise permitted by under this Agreement, Agreement (iii) [Reserved], (iv) any provided that such restrictions contained in documents governing Indebtedness permitted under Section 7.2(eshall be limited to the assets that are the subject of such purchase money security interest or Capital Lease Obligation), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (viD) restrictions contained in the CCO Qualifying Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) Unsecured Debt and Qualifying Senior Secured Debt so long as such restrictions are no not more onerous onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in any material respect good faith by Cedar Fair LP) than those contained the terms of this Agreement and (E) restrictions in the CCO Senior Note Indenture Notes and any Permitted Refinancing thereof so long as, in the case of any Permitted Refinancing, such restrictions are not more onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in effect on good faith by Cedar Fair LP) than the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture terms of this Agreement or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateSenior Notes.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (iv) any restrictions contained set forth in documents governing Indebtedness permitted under Section 7.2(e)any Incremental Equivalent Debt, (i)Replacement Facility, (l) or (n) Permitted Foreign Receivables Facility or any other agreement governing Junior Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such the restrictions set forth therein are no not, taken as a whole, materially more onerous in any material respect restrictive than those contained the corresponding provisions in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesDocuments, (v) any restrictions contained in agreements governing Indebtedness assumed any purchase money Liens or Finance Lease Obligations otherwise permitted hereby (in connection with which case, any prohibition or limitation shall only be effective against the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesassets financed thereby), (vi) restrictions contained in the CCO Senior Note Indenture as in effect and conditions existing on the Restatement Closing Date (and on the Acquisition Effective Date to the extent Schedule 8.14 of the Disclosure Letter is updated pursuant to Section 1.6) identified on Schedule 8.14 of the Disclosure Letter (but not to any amendment or in modification expanding the scope or duration of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterestriction or condition), (vii) restrictions contained in or conditions imposed by any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement relating to Dispose of assets in a transaction Liens permitted under Section 7.5 by this Agreement but solely to the extent that such restriction applies solely restrictions or conditions apply only to the property or assets subject to such assetspermitted Lien, (xviii) customary anti-assignment provisions in leases leases, licenses and licenses other contracts entered into in the ordinary course of business restricting the assignment thereof, (ix) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (x) any agreement of a Foreign Subsidiary or as required in any franchise permitRestricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (xi) restrictions governing Indebtedness any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as such agreement or arrangement was not created in anticipation of such acquisition, (xii) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 7.2(d) 8.7), which limitation is applicable only to the extent prohibiting transfers assets that are the subject of such agreements, (xiii) customary provisions restricting assignment of any agreement entered into in the assets financed with such Indebtednessordinary course of business, and (xiixiv) restrictions contained imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (xv) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents or the Second Lien Loan Documents, (B) any agreement governing Indebtedness incurred pursuant to Section 7.2(v) or (C) any agreement governing Permitted Refinancing in respect of the Loans, any loans under the Second Lien Credit Agreement or any Indebtedness incurred pursuant to Section 7.2(v), in each case so long as any such agreement is not more restrictive than the Loan Documents, the Second Lien Loan Documents and such Indebtedness, as applicable, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restriction under any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect than those the scope of any restriction contemplated by this Section 7.14 contained therein or (iv) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in the Loan Documents leases, subleases, licenses or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 limited to the extent that such restriction applies solely property or assets subject to such assetsleases, (x) customary anti-assignment provisions in leases and subleases, licenses entered into in or sublicenses, as the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datecase may be.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Prepetition Loan Documents, and any restrictions existing under or in connection with any other Indebtedness existing as of the Petition Date which has been assumed or which remains effective after the Petition Date, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement customary provisions in joint venture agreements and similar agreements that has been entered into restrict the transfer of equity interests in connection with the Disposition of all or substantially all joint ventures (which are not Subsidiaries of the Equity Interests Borrower) (in which case such restrictions shall relate only to assets of, or assets of equity interests in, such Subsidiary in a transaction otherwise permitted by this Agreementjoint venture), (iii) [Reserved]any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property), (iv) any customary restrictions and conditions contained in documents governing Indebtedness permitted under Section 7.2(e)agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) provided such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property conditions apply only to the Loan PartiesSubsidiary to be sold and such sale is permitted hereunder, (v) any with respect to restrictions described in clause (a) of this Section 7.12, restrictions contained in agreements governing Indebtedness assumed permitted by Section 7.2(c) hereof and (vi) with respect to restrictions described in connection with the acquisition clause (c) of any Person that becomes a Subsidiary pursuant to this Section 7.7(f7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(e) or hereof (h) so as long as such Indebtedness is permitted under Section 7.2(f) or (lrestrictions apply to the property financed thereby) and such Indebtedness was not created or incurred in contemplation of such acquisition and (k) (as long as such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments dividends or distributions in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions or conditions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary or conditions contained in agreements relating to the sale or other disposition of a transaction otherwise Subsidiary or property of a Subsidiary pending such sale or disposition, provided such restrictions and conditions apply only to the Subsidiary or property that is to be sold or disposed of and such sale or disposition is permitted by this Agreementhereunder, (iii) [Reserved]any restrictions or conditions imposed on any Subsidiary by the terms of any Indebtedness of such Subsidiary permitted to be incurred hereunder, (iv) any restrictions contained in documents governing Indebtedness or conditions imposed by any agreement relating to secured obligations permitted under Section 7.2(e)by this Agreement if such restrictions or conditions apply only to the property or assets securing such obligations, (i)v) provisions in the principal lease, (l) service or (n) operating agreements and power purchase agreements pertaining to Projects or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) the partnership and financing agreements relating to Projects, so long as either in each case such lease, service, operating, power purchase, partnership or financing agreement is subject to usual and customary terms and is otherwise permitted to be entered into hereunder, (vi) any restriction or conditions existing under the Bridge Loan Agreement and the other Bridge Loan Documents, (vii) any restrictions or conditions existing on the Closing Date (including under agreements relating to secured obligations set forth on Schedule 6.2(a)) and (viii) any restrictions or conditions contained in (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents Swap Agreements or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, Commodity Hedge Agreements permitted under this Agreement or (y) the Borrower determines agreements for any Eligible Commodity Hedge Financing or Unsecured Commodity Liquidity Facility permitted under Section 6.1(n), in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) each case so long as such Indebtedness is permitted under Section 7.2(f) applicable restrictions or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions conditions are no more onerous in any material respect than those contained restrictive, taken as a whole and in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers reasonable judgment of the assets financed with such IndebtednessBorrower, and (xii) than the corresponding restrictions contained or conditions in the Silo Credit Agreements as in effect on the Restatement Effective Datethis Agreement.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower such Guarantor to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary Guarantor, except, in the case of the Borrowereach of clauses (a), except (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments and the VEBA Note Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Subsidiary Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementGuarantor, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) agreement or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements instrument governing Indebtedness assumed in connection with the acquisition of assets by the Borrower or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person that becomes a Subsidiary pursuant or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation 6.4 imposed by the holder of such acquisition Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and such restrictions apply only other similar agreements (in each case relating solely to such acquired Subsidiary and its Subsidiariesthe respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the CCO Senior Note Indenture as terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as violation of this Agreement, provided that, such restrictions are no more onerous in any material respect than those contained in relate only to the CCO Senior Note Indenture as in effect on the Restatement Effective DateProperty financed with such Indebtedness, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective DateExisting Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the organizational documents extent permitted by the provisions of CC VIII, LLC, and other documents governing the CCVIII Interestany Excluded Secured Indebtedness or Additional Secured Indebtedness, (ix) customary restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in an agreement to Dispose the ordinary course of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsbusiness, (x) customary antinon-assignment provisions in leases leases, contracts, licenses and licenses other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(dany amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the extent prohibiting transfers of Group Members and the assets financed with Lender than the provisions relating to such Indebtedness, and (xii) restrictions encumbrance or restriction contained in the Silo Credit Agreements as agreements referred to in effect on the Restatement Effective Datesuch clause.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition (including by way of merger or consolidation) of all or substantially all of the Equity Interests Capital Stock or all or a portion of the assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is, or the assets that are, to be sold and such sale is permitted hereunder, (iv) any restrictions contained in documents governing agreements relating to Indebtedness permitted under by clause (f) of Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so 7.2 as long as either (x) such the applicable restrictions are no more onerous in any material respect restrictive than those contained the restrictions and conditions in the Loan Documents Documents, (v) agreements relating to secured Indebtedness (or other secured obligations) permitted by this Agreement to the CCO Senior Notes Indenturesextent the applicable restriction applies only to the property securing such Indebtedness, (vi) any indenture, agreement, document, instrument or other arrangement relating to the Holdings Credit Documents assets or business of any QPC Indenture Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition) as long as the applicable restriction applies only to such Subsidiary, (vii) customary provisions in effect on joint venture agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to the Restatement Effective DateCapital Stock of such joint venture) and (viii) customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by a Subsidiary, or (y) so long as the Borrower determines has determined in good faith at the time such documents are entered into that such restrictions are net worth provisions could not likely reasonably be expected to result in a material impairment of impair the ability of the Loan Parties Borrower and the Subsidiaries to perform meet their payment ongoing obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateDocuments.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests capital stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]restrictions under any agreement governing Capital Lease Obligations or Priority Indebtedness permitted by Section 6.01, (iv) restrictions under any restrictions contained agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) each case so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or aggregate amount of the CCO Senior Notes Indentures, Indebtedness incurred under the Holdings Credit Documents relevant agreement or any QPC Indenture as in effect replacement or refinancing thereof is not increased above the amount outstanding on the Restatement Effective Date, or (y) Closing Date and the Borrower determines in good faith at the time such documents are entered into that such relevant restrictions are not likely to result in a material impairment of made more restrictive after the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesClosing Date, (v) restrictions under any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition agreement of any Person that becomes a Restricted Subsidiary pursuant after the Closing Date that existed prior to Section 7.7(f) the time such Person became a Restricted Subsidiary, provided that such restrictions are not created in contemplation of or (h) in connection with such acquisition, and any replacement or refinancing thereof so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was the restrictions are not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesmade more restrictive, (vi) restrictions customary non-assignment provisions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date any contract or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as lease that restrict transfer of such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Datecontract or lease, and (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases partnership agreements, limited liability company organizational documents, joint venture agreements, shareholder agreements and licenses entered into similar agreements with respect to non-Affiliated Persons that restrict the transfer of Equity Interests in the ordinary course of business such partnership, limited liability company, joint venture, corporation or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datesimilar entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or the Second Lien Loan Documents as in effect on the date hereof, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) regarding licenses or (n) or any other agreement governing Indebtedness (including Indebtedness sublicenses by the Borrower and its Subsidiaries of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained Intellectual Property in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as ordinary course of business (in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time which case such documents are entered into that restriction shall relate only to such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesIntellectual Property), (v) any restrictions contained Contractual Obligations incurred in agreements governing Indebtedness assumed in connection with the acquisition ordinary course of business which include customary provisions restricting the assignment of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesagreement relating thereto, (vi) restrictions customary provisions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (vii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (viii) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.4 or 7.5, (ix) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (x) such restrictions in effect on the Closing Date and listed on Schedule 7.12, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtednessapplicable law, and (xii) restrictions contained on cash or other deposits or net worth imposed by customers under contracts entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under (A) this Agreement, the other Loan Documents, the ABL Loan Documents or by reason of the Unsecured Notes Documents, (iB) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and is not materially more restrictive (taken as a whole) than the Loan Documents (as conclusively determined by the Borrower in good faith) or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans, any ABL Loans, any Unsecured Notes or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the ABL Loan Documents, the Unsecured Notes Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary in effect at the time such Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (v) customary restrictions and conditions contained in agreements relating to the CCO Senior Note Indenture as sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions or conditions apply only to the Restricted Subsidiary or assets that is to be sold and such sale is permitted hereunder, (vi) consensual arrangements with insurance regulators with respect to the Insurance Subsidiary, (vii) (A) restrictions imposed by applicable law and (B) contractual encumbrances or restrictions in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect Closing Date and listed on the Restatement Effective DateSchedule 7.14, (viii) restrictions contained customary provisions in joint venture agreements and other similar agreements entered into in the organizational documents ordinary course of CC VIII, LLC, and other documents governing the CCVIII Interestbusiness, (ix) customary restrictions provisions restricting assignment of any agreement entered into in an agreement to Dispose the ordinary course of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsbusiness, (x) customary anti-assignment net worth provisions contained in real property leases and licenses entered into by the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Group Members to meet their ongoing obligations, (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) customary prohibitions, conditions and restrictions (as determined by the Borrower in good faith) contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateagreements and documents relating to any Qualified Securitization Transaction.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower or any Guarantor to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Borrower, any Guarantor or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower Borrower, any Guarantor or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or any agreement or instrument existing on the Effective Date, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]customary restrictions (as determined by the Borrower in good faith) on the subletting, assignment or transfer of leases, licenses and other agreements, (iv) any restrictions contained of the nature referred to in documents clause (c) above under agreements governing Indebtedness purchase money liens or Capital Lease Obligations otherwise permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such hereby which restrictions are no more onerous in any material respect than those contained in only effective against the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesassets financed thereby, (v) restrictions in any restrictions contained in agreements governing or relating to Indebtedness incurred pursuant to Section 7.2 and/or secured by a Lien permitted pursuant to Section 7.3 (including, for the avoidance of doubt, in any agreements governing or relating to any Permitted Refinancing), (vi) restrictions that are assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) Permitted Acquisition and/or any other Specified Investment so long as such Indebtedness is permitted under Section 7.2(fthe relevant restriction only applies to the relevant acquired Person(s) or (l) and/or property and such Indebtedness was not created or incurred in contemplation anticipation of such acquisition and acquisition, (vii) customary restrictions (as determined by the Borrower in good faith) set forth in joint venture agreements; provided, that such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture joint venture or the Holdings Credit Documents as in effect on the Restatement Effective DateCapital Stock thereof, (viii) restrictions contained arising in connection with deposits of cash or other deposits permitted under Sections 7.2 or 7.7 hereof and similar restrictions on cash or other deposits under customer or supplier contracts entered into in the organizational documents ordinary course of CC VIII, LLC, and other documents governing the CCVIII Interestbusiness, (ix) customary net worth restrictions (as determined by the Borrower in an agreement to Dispose of assets good faith) imposed in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses lease agreements entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers that such net worth restrictions would have the effect of limiting the assets financed with such Indebtedness, ability of any Subsidiary to make Restricted Payments and (xiix) restrictions contained customary subordination and/or subrogation provisions (as determined by the Borrower in good faith) set forth in performance guarantees entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for (x) agreements which (i) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture entered into in the ordinary course of business, (iii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (iv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (v) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (vi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business), (y) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, or the Senior Notes Indenture, the Mortgage Facility or documents evidencing Indebtedness incurred under Sections 7.2(e), (r), (s) and (x) and any Permitted Refinancing Indebtedness in respect of any such Indebtedness or (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, and (iiiz) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply applicable only to such acquired Subsidiary and its Foreign Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restrictions set forth in the Senior Note Indenture, the Senior Subordinated Note Indenture, any Permitted Refinancing Notes or the documentation for any Permitted Subordinated Indebtedness; provided that, in the case of any Permitted Refinancing Notes or Permitted Subordinated Indebtedness, such restrictions shall not be more restrictive in any material respect on the Loan Parties than the corresponding restrictions set forth in the Senior Subordinated Notes and the Senior Subordinated Note Indenture, (iv) any restrictions contained in documents governing agreements related to Indebtedness permitted of any Non-Guarantor Subsidiary not prohibited under Section 7.2(e7.2 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Restricted Subsidiaries), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.4 or 7.5, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateClosing Date and listed on Schedule 7.13.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective DateLoan Documents, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest[reserved], (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, and (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under (A) the Loan Documents or the First Lien Loan Documents (or any documentation governing any Permitted Refinancing Indebtedness in respect of the First Lien Loans, so long as any such restriction included in any such documentation governing any such Permitted Refinancing Indebtedness is no more restrictive than the applicable restriction included in the First Lien Loan Documents) or (B) any agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]any restriction under any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.15 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in limited to the CCO Senior Note Indenture property or assets subject to such leases, subleases, licenses or sublicenses, as in effect on the Restatement Effective Date, case may be or (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ixv) customary restrictions and conditions contained in an agreement to Dispose of assets in a transaction permitted under Section 7.5 agreements relating to the extent sale of a Restricted Subsidiary or any assets pending such sale, provided that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) conditions apply only to the extent prohibiting transfers of the Restricted Subsidiary or assets financed with that is to be sold and such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datesale is permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Foreign Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f6.2(h) or (lprovided, that (x) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction applies only to such acquired Foreign Subsidiary and its SubsidiariesSubsidiaries and (y) at no time shall the aggregate outstanding principal amount of such Indebtedness exceed $50,000,000), (viiv) restrictions contained on property subject to a Permitted Lien in favor of the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as holder of such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective DateLien, (viiv) restrictions contained in any QPC Indenture Indebtedness or the Holdings Credit Documents as in effect on the Restatement Effective Datecontractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers good faith determination of the assets financed with board of directors or senior management of the Borrower, are necessary to effect such IndebtednessQualified Receivables Transaction, and (xiivi) restrictions contained the rights of shareholders of Subsidiaries (other than the Borrower and its Subsidiaries) to receive dividends in respect of the Silo Credit Agreements as in effect on the Restatement Effective DateCapital Stock of such Subsidiaries owned by such shareholders and other rights of such shareholders arising by operation of law.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower Cedar Fair LP to (ai) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Cedar Fair LP or any other Subsidiary of the BorrowerGuarantor, (bii) make loans or advances to, or other Investments in, the Borrower Cedar Fair LP or any other Subsidiary of the Borrower Guarantor or (ciii) transfer any of its assets to the Borrower Cedar Fair LP or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents, (iiB) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary permitted hereby, (C) customary restrictions on transfer in a transaction connection with purchase money security interests and Capital Lease Obligations otherwise permitted by under this Agreement, Agreement (iii) [Reserved], (iv) any provided that such restrictions contained in documents governing Indebtedness permitted under Section 7.2(eshall be limited to the assets that are the subject of such purchase money security interest or Capital Lease Obligation), (i)D) restrictions in Qualifying Senior Unsecured Debt, (l) or (n) or any other agreement governing Qualifying Senior Secured Debt and Permitted Refinancing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) foregoing so long as such restrictions are no not more onerous onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in any material respect good faith by Cedar Fair LP) than those contained the terms of this Agreement and (E) restrictions in the CCO Existing Senior Note Indenture Notes and the Senior Notes and any Permitted Refinancing Indebtedness thereof so long as, in the case of any Permitted Refinancing Indebtedness, such restrictions are not more onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in effect on good faith by Cedar Fair LP) than the Restatement Effective Dateterms of this Agreement, (vii) restrictions contained in any QPC Indenture the Existing Senior Notes or the Holdings Credit Documents Senior Notes, as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for (x) agreements which (i) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such agreements were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (ii) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.8 and applicable solely to such joint venture entered into in the ordinary course of business, (iii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (iv) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (v) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (vi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business), (y) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, or the Senior Notes Indenture, the Mortgage Facility, the Credit Agreement Refinancing Indebtedness, Additional Debt, Additional Term Note, the Incremental Equivalent Debt, Permitted Senior Unsecured Debt, Unrestricted Additional Term Notes or documents evidencing Indebtedness incurred under Sections 7.2(e), (f), (g), (h), (q), (r), (s), (t), (u), (w), (z), (cc), (dd), (ii) or (jj) and any Permitted Refinancing in respect of any such Indebtedness or (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, and (iiiz) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply applicable only to such acquired Subsidiary and its Foreign Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Qualified Subsidiary of the Borrower to (a) make Restricted Dividend Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsCredit Documents or the Subordinated Notes, (ii) imposed pursuant to other Indebtedness incurred pursuant to subsection 8.1 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (iii) on joint ventures permitted under Section 8.6, (iv) applicable to an entity acquired pursuant to a Permitted Acquisition at the time such entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Permitted Acquisition and apply only to such entity and its subsidiaries; (v) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions Subsidiary; and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) clause (c) of the foregoing shall not apply to restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(oconditions (A) so long as such restrictions that are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in other contracts restricting the ordinary course assignment thereof and any right of business or as required in first refusal and (B) imposed by any franchise permit, (xi) restrictions governing agreement relating to secured Indebtedness permitted under Section 7.2(d) by this Agreement if such restrictions or conditions apply only to the extent prohibiting transfers of the property or assets financed with securing such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary of the BorrowerParty, (b) make loans or advances to, or other Investments in, the any Borrower or any other Subsidiary of the Borrower Party or (c) transfer any of its assets to the any Borrower or any other Subsidiary of the BorrowerParty, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]restrictions contained in any agreement governing or evidencing Permitted Refinancing Indebtedness in respect of Indebtedness governed by this Agreement and the other Loan Documents (including Permitted Credit Agreement Refinancing Indebtedness) or Permitted Refinancing Indebtedness in respect thereof; provided that the restrictions contained in any such agreement or document referred to in this clause (iii) are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by this Agreement and the other Loan Documents, (iv) any restrictions contained agreement in documents governing Indebtedness permitted under Section 7.2(e)effect at the time a Subsidiary becomes a Subsidiary, (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either such prohibition or limitation applies only to such Subsidiary (xand, if applicable, its Subsidiaries) and such restrictions are no more onerous agreement was not entered into in contemplation of such Person becoming a Subsidiary, as such agreement may be amended, restated, supplemented, modified, extended, renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect than those the scope of any restriction contemplated by this Section 7.14 contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiestherein, (v) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) leases, subleases, licenses or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariessublicenses, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in limited to the CCO Senior Note Indenture property or assets subject to such leases, subleases, licenses or sublicenses, as in effect on the Restatement Effective Datecase may be, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ixvi) customary restrictions in an agreement to Dispose of assets in a transaction permitted on cash or deposits or net worth required by customers under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses contracts entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xiivii) restrictions contained in the Silo Credit Agreements any agreement with respect to Indebtedness of a Foreign Subsidiary that is not a Loan Party permitted pursuant to this Agreement so long as in effect on the Restatement Effective Datesuch prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary and its assets.

Clauses Restricting Subsidiary Distributions. Enter Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower its Restricted Subsidiaries to (a) make Restricted Payments in respect of any Equity Interests capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the such Borrower or any other Restricted Subsidiary of the such Borrower, (b) make loans or advances to, or other Investments investments in, the such Borrower or any other Restricted Subsidiary of the such Borrower or (c) transfer any of its assets to the such Borrower or any other Restricted Subsidiary of the such Borrower, except for such encumbrances or restrictions existing under or by reason of any restrictions (i) any restrictions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests capital stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved], (iv) under any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company Capital Lease Obligations or Indebtedness secured by Liens described in permitted by Section 7.3(q)) 6.02, so long as either (x) such restrictions are no more onerous apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be, (iv) under any agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in any material respect than those contained in each case so long as the Loan Documents or aggregate amount of the CCO Senior Notes Indentures, Indebtedness incurred under the Holdings Credit Documents relevant agreement or any QPC Indenture as in effect replacement or refinancing thereof is not increased above the amount outstanding on the Restatement Effective Date, or (y) Closing Date and the Borrower determines in good faith at the time such documents are entered into that such relevant restrictions are not likely to result in a material impairment of made more restrictive after the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesClosing Date, (v) under any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition agreement of any Person that becomes a Restricted Subsidiary pursuant after the Closing Date that existed prior to Section 7.7(f) the time such Person became a Restricted Subsidiary, provided that such restrictions are not created in contemplation of or (h) in connection with such acquisition, and any replacement or refinancing thereof so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was the restrictions are not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesmade more restrictive, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date imposed by any Governmental Authority or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Datereason of applicable law, (vii) restrictions contained in arising under customary provisions restricting assignment of any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required business, (viii) arising under customary provisions contained in any franchise permitagreement relating to a Disposition permitted hereunder pending the consummation of such Disposition, (xiix) in the case of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary, arising under customary provisions in partnership agreements, limited liability company organizational governance documents and other similar agreements; provided, that such restrictions governing Indebtedness permitted under Section 7.2(d) and conditions apply only to such Restricted Subsidiary and to the extent prohibiting transfers Equity Interests of the assets financed with such Indebtedness, Restricted Subsidiary and (xiix) restrictions contained on cash deposits imposed by any supplier, service provider or landlord under contracts entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower New Holdings or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower New Holdings or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments (or any agreement governing any Permitted Refinancing in respect of the Term Loans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Effective Date), (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Equity Interests Capital Stock or all or substantially all of the assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]applicable law, (iv) any restrictions in effect on the Effective Date contained in documents the agreements governing the Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or in effect on the Effective Date and in any other agreement agreements governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) any refinancing thereof if such restrictions are no more onerous in any material respect restrictive than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture agreements as in effect on the Restatement Effective DateDate governing the Indebtedness being renewed, extended or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesrefinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any restrictions contained of its Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing Indebtedness assumed in connection with the acquisition terms of any Person Indebtedness or other obligations secured by any such Liens; provided that becomes such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Subsidiary pursuant to Section 7.7(f) an agreement relating to any Capital Stock or (h) so Indebtedness incurred by such Subsidiary on or prior to the date on which such Subsidiary was acquired by New Holdings and outstanding on such date as long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness agreement was not created or incurred entered into in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII InterestPerson becoming a Subsidiary, (ix) any customary restrictions in an agreement to Dispose of assets in a transaction permitted restriction on cash or other deposits imposed under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses agreements entered into in the ordinary course of business or as required net worth provisions in any franchise permitleases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions governing Indebtedness permitted on deposits imposed under Section 7.2(d) to contracts entered into in the extent prohibiting transfers ordinary course of the assets financed with such Indebtedness, business; and (xii) any restrictions under any Indebtedness permitted by subsection 8.2 if such restrictions are no more restrictive to New Holdings and its Subsidiaries than those contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateunder this Agreement.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of any restrictions (i) any restrictions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests capital stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved], (iv) under any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company Capital Lease Obligations or Indebtedness secured by Liens described in permitted by Section 7.3(q)) 6.02, so long as either (x) such restrictions are no more onerous apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be, (iv) under any agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in any material respect than those contained in each case so long as the Loan Documents or aggregate amount of the CCO Senior Notes Indentures, Indebtedness incurred under the Holdings Credit Documents relevant agreement or any QPC Indenture as in effect replacement or refinancing thereof is not increased above the amount outstanding on the Restatement Effective Date, or (y) Closing Date and the Borrower determines in good faith at the time such documents are entered into that such relevant restrictions are not likely to result in a material impairment of made more restrictive after the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesClosing Date, (v) under any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition agreement of any Person that becomes a Restricted Subsidiary pursuant after the Closing Date that existed prior to Section 7.7(f) the time such Person became a Restricted Subsidiary, provided that such restrictions are not created in contemplation of or (h) in connection with such acquisition, and any replacement or refinancing thereof so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was the restrictions are not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesmade more restrictive, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date imposed by any Governmental Authority or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Datereason of applicable law, (vii) restrictions contained in arising under customary provisions restricting assignment of any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required business, (viii) arising under customary provisions contained in any franchise permit509265-1754-14343-Active.16873744.13 agreement relating to a Disposition permitted hereunder pending the consummation of such Disposition, (xiix) in the case of any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary, arising under customary provisions in partnership agreements, limited liability company organizational governance documents and other similar agreements; provided, that such restrictions governing Indebtedness permitted under Section 7.2(d) and conditions apply only to such Restricted Subsidiary and to the extent prohibiting transfers Equity Interests of the assets financed with such Indebtedness, Restricted Subsidiary and (xiix) restrictions contained on cash deposits imposed by any supplier, service provider or landlord under contracts entered into in the Silo Credit Agreements as in effect on the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Domestic Subsidiary of the Borrower Company to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, any Unsecured Note Indenture, any agreements governing Indebtedness permitted by Section 7.2(m) and any agreement governing Permitted Refinancing Indebtedness in respect thereof (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in this Agreement) and any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (ii) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests in joint ventures (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with holding company which may hold the Disposition of all or substantially all of the Equity Interests or assets Capital Stock of such Subsidiary in a transaction otherwise permitted by this Agreementjoint venture), (iii) [Reserved], any restrictions regarding licenses or sublicenses by the Company and its Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property); (iv) any customary restrictions and conditions contained in documents governing Indebtedness permitted under Section 7.2(e)agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) provided such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property conditions apply only to the Loan PartiesSubsidiary to be sold and such sale is permitted hereunder, (v) any with respect to restrictions described in clause (a) of this Section 7.12, restrictions contained in agreements governing Indebtedness assumed permitted by Section 7.2(c) hereof; and (vi) with respect to restrictions described in connection with the acquisition clause (c) of any Person that becomes a Subsidiary pursuant to this Section 7.7(f7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(e) or (h) so as long as such Indebtedness is permitted under Section 7.2(f) or (lrestrictions apply to the property financed thereby) and such Indebtedness was not created or incurred in contemplation of such acquisition and (k) hereof (as long as such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments as in effect on the date hereof, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (iv) any restrictions contained regarding licenses or sublicenses by the Borrower and the Restrictive Subsidiaries of Intellectual Property in documents governing Indebtedness permitted under Section 7.2(ethe ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (i)v) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (lvi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (vii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (nviii) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or 7.5, (ix) any other agreement governing Indebtedness (including Indebtedness of in effect at the time any Person becomes a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) Restricted Subsidiary, so long as either such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions Closing Date and transfers of property to the Loan Partieslisted on Schedule 7.12, (vxi) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariesapplicable law, (vixii) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date cash or in any other agreement governing Indebtedness secured deposits or net worth imposed by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted customers under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses contracts entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xiixiii) customary and reasonable restrictions contained in any agreements or instruments governing Refinancing Notes or Incremental Notes and any refinancings, replacements, refundings, renewals or extensions thereof (without any increase (other than any such increase resulting from accrued interest and the Silo Credit Agreements as amount of reasonable fees and expenses incurred, make whole payments and premiums paid in effect on connection with the Restatement Effective DateIndebtedness being refinanced) in the principal amount thereof).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreementor such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12, (iii) [Reserved]restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in relating to joint ventures to the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into extent that such restrictions joint ventures are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesprohibited hereunder, (v) any restrictions contained agreement in agreements governing Indebtedness assumed in connection with effect at the acquisition of any time a Person that becomes became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7(f) or (h) 7.7, so long as (x) such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness agreement was not created or incurred entered into solely in contemplation of such acquisition Investment and (y) such restrictions apply encumbrance or restriction applies only to such acquired Subsidiary Person and its Subsidiariesassets, and (vi) restrictions contained in with respect to the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsclause (c), (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in conditions imposed by any franchise permit, (xi) agreement relating to secured debt permitted by this Agreement if such restrictions governing Indebtedness permitted under Section 7.2(d) or conditions apply only to the extent prohibiting transfers of the property or assets financed with securing such Indebtednessdebt, and (xiiy) restrictions contained customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the Silo Credit Agreements as in effect granting of Liens on the Restatement Effective Daterights contained therein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restrictions set forth in the documentation for the Term Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including agreements related to Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (yA) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property any Subsidiary Guarantor with respect to the Loan Partiesdisposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions contained regarding licenses or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateClosing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (x) and (xi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the First Lien Loan Documents, (ii) any restrictions with respect to a such Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]any restrictions set forth in the documentation for any Permitted Indebtedness and the Second Lien Loan Documents, (iv) any restrictions contained in documents governing agreements related to Indebtedness permitted of any Non-Guarantor Subsidiary not prohibited under Section 7.2(e7.2 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.4 or 7.5, (x) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateClosing Date and listed on Schedule 7.13, (xii) applicable law, and (xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or existing under or by reason of (i) any restrictions existing under the Loan Documents and/or the Second Lien Notes Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Restricted Subsidiary in a transaction otherwise permitted by this Agreementand applicable only to such Restricted Subsidiary, (iii) [Reserved]applicable law, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesPermitted Unsecured Refinancing Debt, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with customary provisions restricting the acquisition assignment of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted rights under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariescontracts, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary antinon-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permitand consistent with past practices, (xivii) purchase money obligations for Property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the Property so acquired, (viii) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (ix) restrictions governing Indebtedness on cash or other deposits or net worth imposed by customers under contracts entered in the ordinary course of business and (x) restrictions on rights to dispose of assets subject to Liens permitted under Section 7.2(d8.03(e), 8.03(f), 8.03(g), 8.03(h), 8.03(i), 8.03(j), 8.03(k), 8.03(p) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateor 8.03(q).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC -92- Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, and (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments dividends or distributions in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions or conditions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary or conditions contained in agreements relating to the sale or other disposition of a transaction otherwise Subsidiary or property of a Subsidiary pending such sale or disposition, provided such restrictions and conditions apply only to the Subsidiary or property that is to be sold or disposed of and such sale or disposition is permitted by this Agreementhereunder, (iii) [Reserved]any restrictions or conditions imposed on any Subsidiary by the terms of any Indebtedness of such Subsidiary permitted to be incurred hereunder, (iv) any restrictions contained in documents governing Indebtedness or conditions imposed by any agreement relating to secured obligations permitted under Section 7.2(e)by this Agreement if such restrictions or conditions apply only to the property or assets securing such obligations, (i)v) provisions in the principal lease, (l) service or (n) operating agreements and power purchase agreements pertaining to Projects or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) the partnership and financing agreements relating to Projects, so long as either in each case such lease, service, operating, power purchase, partnership or financing agreement is subject to usual and customary terms and is otherwise permitted to be entered into hereunder, (vi) any restriction or conditions existing under the Exit Facility Agreement and the other Exit Facility Documents, (vii) any restrictions or conditions existing on the Closing Date (including under agreements relating to secured obligations set forth on Schedule 6.2(a)) and (viii) any restrictions or conditions contained in (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents Swap Agreements or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, Commodity Hedge Agreements permitted under this Agreement or (y) the Borrower determines agreements for any Eligible Commodity Hedge Financing or Unsecured Commodity Liquidity Facility permitted under Section 6.1(n), in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) each case so long as such Indebtedness is permitted under Section 7.2(f) applicable restrictions or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions conditions are no more onerous in any material respect than those contained restrictive, taken as a whole and in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers reasonable judgment of the assets financed with such IndebtednessBorrower, and (xii) than the corresponding restrictions contained or conditions in the Silo Credit Agreements as in effect on the Restatement Effective Datethis Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary in a transaction otherwise to the extent permitted by this Agreementhereunder, (iii) [Reserved]any restrictions set forth in the documentation for the Term Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including agreements related to Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (yA) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property any Subsidiary Guarantor with respect to the Loan Partiesdisposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of any Person that becomes a Subsidiary pursuant to Section 7.7(fuse) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (h) so long as in which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateClosing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (x) and (xi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower Cedar Fair LP to (ai) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Cedar Fair LP or any other Subsidiary of the BorrowerGuarantor, (bii) make loans or advances to, or other Investments in, the Borrower Cedar Fair LP or any other Subsidiary of the Borrower Guarantor or (ciii) transfer any of its assets to the Borrower Cedar Fair LP or any other Subsidiary of the BorrowerGuarantor, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents, (iiB) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary permitted hereby, (C) customary restrictions on transfer in a transaction connection with purchase money security interests and Capital Lease Obligations otherwise permitted by under this Agreement, Agreement (iii) [Reserved], (iv) any provided that such restrictions contained in documents governing Indebtedness permitted under Section 7.2(eshall be limited to the assets that are the subject of such purchase money security interest or Capital Lease Obligation), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (viD) restrictions contained in the CCO Qualifying Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) Unsecured Debt and Qualifying Senior Secured Debt so long as such restrictions are no not more onerous onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in any material respect good faith by Cedar Fair LP) than those contained the terms of this Agreement and (E) restrictions in the CCO Existing Senior Note Indenture Notes and the Senior Notes and in each case, any Permitted Refinancing Indebtedness thereof so long as, in the case of any Permitted Refinancing Indebtedness, such restrictions are not more onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in effect on good faith by Cedar Fair LP) than the Restatement Effective Dateterms of this Agreement, (vii) restrictions contained in any QPC Indenture the Existing Senior Notes or the Holdings Credit Documents Senior Notes, as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Senior Note Indenture, the 2012 Senior Unsecured Note Indenture, the 2013 Senior Unsecured Note Indenture or any Additional Senior Unsecured Indentures, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]any restrictions set forth in the organizational documents of the Subsidiaries of the Borrower listed on Schedule ES, (iv) applicable Requirements of Law, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary, (vi) any holder of a Lien permitted by Section 7.3 restricting the transfer of the property subject to such permitted Lien, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower, and (viii) any restrictions contained in documents any one or more agreements governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such 7.2 entered into after the Closing Date that are not materially more restrictive with respect to Borrower and its Subsidiaries than the equivalent restrictions are no more onerous in any material respect than those contained set forth in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateDocuments.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower other than a Loan Party to (a) make Restricted Payments in respect of any Equity Interests equity interests of such Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Equity Interests equity interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, Subsidiary; (iii) [Reserved], (iv) any restrictions the provisions contained in documents governing Indebtedness permitted under Section 7.2(e), any existing indebtedness (i), (l) or (n) or and in any other agreement governing Indebtedness (including Indebtedness refinancing of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) such indebtedness so long as either (x) such restrictions are no more onerous in any material respect restrictive than those contained in the Loan Documents respective existing indebtedness so refinanced); (iv) customary provisions restricting subletting or the CCO Senior Notes Indentures, the Holdings Credit Documents or assignment of any QPC Indenture as in effect on the Restatement Effective Date, or (y) lease governing a leasehold interest of the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in or a material impairment Subsidiary of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses Borrower entered into in the ordinary course of business or as required in any franchise permitbusiness, (xiv) customary restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions conditions contained in the Silo Credit Agreements documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by the Borrower or any Subsidiary of the Borrower in effect the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the Restatement Effective Datetransfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under (A) this Agreement, the other Loan Documents, the Term Loan Documents or by reason of the Unsecured Notes Documents (iB) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and is not materially more restrictive (taken as a whole) than the Loan Documents (as conclusively determined by the Borrower in good faith) or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans, any Term Loans, any Unsecured Notes or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not materially more restrictive (taken as a whole) than the Loan Documents, the Term Loan Documents, the Unsecured Notes Documents or the documents governing the Indebtedness being refinanced, as applicable (as conclusively determined by the Borrower in good faith), (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary in effect at the time such Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (v) customary restrictions and conditions contained in agreements relating to the CCO Senior Note Indenture as sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions or conditions apply only to the Restricted Subsidiary or assets that is to be sold and such sale is permitted hereunder , (vi) consensual arrangements with insurance regulators with respect to the Insurance Subsidiary, (vii) (A) restrictions imposed by applicable law and (B) contractual encumbrances or restrictions in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect Closing Date and listed on the Restatement Effective DateSchedule 7.14, (viii) restrictions contained customary provisions in joint venture agreements and other similar agreements entered into in the organizational documents ordinary course of CC VIII, LLC, and other documents governing the CCVIII Interestbusiness, (ix) customary restrictions provisions restricting assignment of any agreement entered into in an agreement to Dispose the ordinary course of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsbusiness, (x) customary anti-assignment net worth provisions contained in real property leases and licenses entered into by the Group Members, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Group Members to meet their ongoing obligations, (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (xii) customary prohibitions, conditions and restrictions (as determined by the Borrower in good faith) contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.agreements and documents relating to any Qualified Securitization Transaction. 133

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Equity Interests equity interests of such Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, the First Lien Credit Agreement Documents or any Additional First Lien Debt Documents; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Equity Interests equity interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, Subsidiary; (iii) [Reserved], (iv) any restrictions the provisions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness indebtedness existing as of the Effective Date (including Indebtedness and in any refinancing of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) such indebtedness so long as either (x) such restrictions are no more onerous in any material respect restrictive than those contained in the Loan Documents respective existing indebtedness); (iv) customary provisions restricting subletting or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition assignment of any Person that becomes lease governing a leasehold interest of any Borrower or a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses Borrower entered into in the ordinary course of business business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as required the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any franchise permitBorrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers in respect of the REMIC Certificates and the real property assets financed with such Indebtednessrelated thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, and (xii) restrictions contained governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization, and (xiii) such other restrictions as the Silo Credit Agreements as in effect on Borrowers and Agent and/or the Restatement Effective DateCollateral Agent may agree .

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or imposed by applicable laws, any agreements governing Indebtedness permitted by Section 7.1 and any agreement governing Permitted Refinancing Indebtedness in respect thereof (provided that such prohibitions or limitations contained therein, when taken as a whole, are not materially more restrictive than the equivalent restrictions in this Agreement and such prohibitions or limitations contained therein will not materially affect the Borrower’s ability to fund its operations and make anticipated principal or interest payments (as determined in good faith by senior management or the board of directors of the Borrower)) and any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that such prohibitions or limitations contained therein are, when taken as a whole, are not materially more restrictive than those in the agreement governing such Indebtedness as of the Closing Date and such prohibitions or limitations contained therein will not materially affect the Borrower’ ability to fund its operations and make anticipated principal or interest payments (as determined in good faith by senior management or the board of directors of the Borrower)), (ii) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests in joint ventures (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with holding company which may hold the Disposition of all or substantially all of the Equity Interests or assets Capital Stock of such Subsidiary in a transaction otherwise permitted by this Agreementjoint venture), (iii) [Reserved], any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property permitted by this Agreement (in which case such restriction shall relate only to such Intellectual Property); (iv) any restrictions and conditions contained in documents governing Indebtedness permitted under Section 7.2(e)agreements relating to the sale of all or a substantial part of the capital stock or assets of any Restricted Subsidiary pending such sale, (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) provided such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property conditions apply only to the Loan Partiescapital stock or assets to be sold and such sale is permitted hereunder, (v) any with respect to restrictions described in clause (c) of this Section 7.11, restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to permitted by Section 7.7(f7.1(i) or (h) so as long as such Indebtedness is permitted under Section 7.2(f) or (lrestrictions apply to the property financed thereby) and such Indebtedness was not created or incurred in contemplation of such acquisition and (k) hereof (as long as such restrictions apply only to such acquired Subsidiary and its Subsidiariesthe assets of the applicable joint venture), (vi) restrictions any restriction existing by reason of any holder of a Lien permitted by ‎Section 7.2 restricting the transfer of the property subject thereto, (vii) any restriction and condition contained in any agreement relating to the CCO Senior Note Indenture as Disposition of any property not prohibited by ‎Section 7.4 pending the consummation of such Disposition, (viii) any restriction in any agreement in effect on at the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) time a Subsidiary becomes a Subsidiary, so long as such restrictions are no more onerous agreement was not entered into in any material respect than those contained connection with or in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents contemplation of CC VIII, LLC, and other documents governing the CCVIII Interestsuch person becoming a Subsidiary, (ix) customary restrictions any restriction in an agreement any instrument governing Indebtedness assumed in connection with any Permitted Acquisition and permitted pursuant to Dispose ‎Section 7.1(l), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets in a transaction permitted under Section 7.5 to of the extent that such restriction applies solely to such assetsPerson so acquired, and (x) customary anti-assignment provisions any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in leases clauses ‎(iv), ‎(viii) or ‎(ix) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and licenses entered into in restrictions than those prior to such amendment or refinancing; provided further that this ‎Section 7.11 shall not apply to encumbrances or restrictions pursuant to the ordinary course of business or as required in any franchise permit, (xi) restrictions terms governing Indebtedness permitted under Section 7.2(d) of any Foreign Subsidiary provided that such encumbrances or restrictions shall be limited to the extent prohibiting transfers assets of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateForeign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the a Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, the in a Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restrictions set forth in the documentation for the ABL Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing, (iv) any restrictions contained in documents governing agreements related to Indebtedness permitted of any (A) Borrower or any Subsidiary Guarantor with respect to the Disposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) Non-Guarantor Subsidiary not prohibited under Section 7.2(e), 7.2 (i), (l) or (n) or in which case such restriction shall relate only to such Non-Guarantor Subsidiary and any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(qNon-Guarantor Subsidiary)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained regarding licenses or sublicenses by a Borrower and its Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto or imposing restrictions on the Restatement Effective Date cash or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material deposits with respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Datethereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease or sublease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to a Disposition permitted by Section 7.4 or 7.5, (xix) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as any agreement in effect on at the Restatement Effective Date.time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary,

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary in a transaction otherwise to the extent permitted by this Agreementhereunder, (iii) [Reserved]any restrictions set forth in the documentation for any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including agreements related to Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (yA) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property any Subsidiary Guarantor with respect to the Loan Partiesdisposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of any Person that becomes a Subsidiary pursuant to Section 7.7(fuse) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (h) so long as in which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateClosing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens 124 and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (x) and (xi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of 113 such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under or by reason of (iA) this Agreement, the other Loan Documents, the Term Loan Documents, the 2023 Notes Indenture and the 2025 Notes Indenture, (B) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and is no more restrictive than the Loan Documents or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans, any Term Loans or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not more restrictive than the Loan Documents, the Term Loan Documents or the documents governing the Indebtedness being refinanced, as applicable, (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, its Subsidiaries) under any agreement of such Restricted Subsidiary in effect at the time such Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (v) customary restrictions and conditions contained in agreements relating to the CCO Senior Note Indenture as sale of a Restricted Subsidiary or any assets pending such sale, provided that such restrictions or conditions apply only to the Restricted Subsidiary or assets that is to be sold and such sale is permitted hereunder, (vi) restrictions of the nature referred to in effect on clause (c) above under the Restatement Effective Dateagreements governing purchase money liens, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby, which restrictions are only effective against the assets financed thereby, (vii) restrictions contained any applicable law, rule or regulation (including applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Datecertain circumstances), (viii) agreements related to other Indebtedness permitted by this Agreement to the extent that encumbrances or restrictions imposed by such other Indebtedness (x) are (A) customary for financing arrangements of their type or (B) not, when taken as a whole, materially more restrictive on the Loan Party or any of its applicable Subsidiaries than the restrictions contained in this Agreement as determined by the organizational documents chief executive officer or the chief financial officer of CC VIIIthe Borrower in good faith and (y) will not materially affect the Loan Parties’ ability to satisfy their obligations hereunder or under the other Loan Documents, LLC, and other documents governing the CCVIII Interest, or (ix) customary restrictions provisions contained in an agreement joint venture agreements, shareholder agreements and other similar agreements applicable to Dispose of assets in a transaction joint ventures permitted under Section 7.5 to the extent that such restriction applies hereunder and applicable solely to such assets, joint venture (xand its assets or Capital Stock issued by such Person) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datebusiness.

Clauses Restricting Subsidiary Distributions. Enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Domestic Subsidiary that is a Restricted Subsidiary of the Borrower Company to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerLoan Party, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Subsidiary of the Borrower Loan Party or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerLoan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, any Unsecured Note Indenture, any agreements governing Indebtedness permitted by Section 7.2(m) and any agreement governing Permitted Refinancing Indebtedness in respect thereof (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in this Agreement) and any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date), (ii) customary provisions in joint venture agreements and similar agreements that restrict the transfer of equity interests in joint ventures (in which case such restrictions shall relate only to assets of, or equity interests in, such joint venture or any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with holding company which may hold the Disposition of all or substantially all of the Equity Interests or assets Capital Stock of such Subsidiary in a transaction otherwise permitted by this Agreementjoint venture), (iii) [Reserved], any restrictions regarding licenses or sublicenses by the Company and its Restricted Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property); (iv) any customary restrictions and conditions contained in documents governing Indebtedness permitted under Section 7.2(e)agreements relating to the sale of all or a substantial part of the capital stock or assets of any Restricted Subsidiary pending such sale, (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) provided such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property conditions apply only to the Loan PartiesRestricted Subsidiary to be sold and such sale is permitted hereunder, (v) any with respect to restrictions described in clause (a) of this Section 7.12, restrictions contained in agreements governing Indebtedness assumed permitted by Section 7.2(c) hereof; and (vi) with respect to restrictions described in connection with the acquisition clause (c) of any Person that becomes a Subsidiary pursuant to this Section 7.7(f7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(e) or (h) so as long as such Indebtedness is permitted under Section 7.2(f) or (lrestrictions apply to the property financed thereby) and such Indebtedness was not created or incurred in contemplation of such acquisition and (k) hereof (as long as such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable joint venture).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, Borrower or (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments and/or the Senior Unsecured Debt Agreement, (ii) (x) existing on the Restatement Effective Date and identified on Schedule 7.13 and (y) any extension or renewal of such encumbrance or restriction or any agreement evidencing such encumbrance or restriction or any amendment or modification thereof, in each case that does not materially expand the scope of any such encumbrance or restriction, (iii) any restrictions with respect to a Subsidiary (or the assets or Capital Stock thereof) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved]Subsidiary, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e)leases or other agreements that are customary and restrict the assignment (or subletting) thereof or relate only to the assets subject thereto, (i), (lv) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such any restrictions that are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect binding on the Restatement Effective Date, or (y) the Borrower determines in good faith a Restricted Subsidiary at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesSubsidiary is acquired, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous were not entered into solely in contemplation of such Subsidiary becoming a Subsidiary and (y) any material respect than those contained in renewal or extension of a restriction or condition permitted by clause (v)(x) or any agreement evidencing such restriction or condition or any amendment or modification thereof that does not materially expand the CCO Senior Note Indenture as in effect on scope of such restriction or condition, (vi) any agreement relating to a Disposition permitted hereunder pending such Disposition, provided such restrictions and conditions apply only to the Restatement Effective Dateassets subject to such Disposition, (vii) restrictions contained in any QPC Indenture agreement governing Indebtedness or the Holdings Credit Documents as in effect on the Restatement Effective Dateother obligations of a Foreign Subsidiary, (viii) restrictions customary provisions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interestsimilar agreements applicable to joint ventures other similar arrangements permitted hereunder, (ix) customary restrictions agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in an agreement to Dispose of which case, any prohibition or limitation shall only be effective against the assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsfinanced thereby and proceeds thereof), (x) customary anti-assignment any provisions in leases and licenses entered into in requiring the ordinary course granting of business or as required in a Lien to any franchise permitPerson on any Collateral if a Lien is granted with respect to such Collateral securing the Obligations (it being understood that any such Lien shall be permitted only if permitted under Section 7.3), (xi) any agreement relating to Permitted Refinancing Indebtedness (so long as such restrictions governing set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), (xii) are restrictions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under Section 7.2(d7.3 or (xiii) are customary net worth provisions contained in real property leases or licenses of Intellectual Property, so long as the Borrower has determined in good faith that such provisions could not reasonably be expected to impair the extent prohibiting transfers ability of the assets financed with such Indebtedness, Borrower and (xii) restrictions contained in the Silo Credit Agreements as in effect on other Loan Parties to satisfy the Restatement Effective DateObligations.

Clauses Restricting Subsidiary Distributions. Enter Except for any restrictions imposed under the Acquisition Facilities, the High Yield Bridge Facility and/or the Permitted Senior Unsecured Notes, Eenter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments to the Borrower or its Subsidiaries in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) any restrictions existing under the Loan Documents, (iiiii) any restrictions imposed under the Acquisition Facilities, the High Yield Bridge Facility and/or the Permitted Senior Unsecured Notes, (iv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved], (ivivv) any restrictions contained in documents governing Indebtedness a Disposition permitted under Section 7.2(e)7.5, provided that such restriction relates solely to property to be disposed of, (i), (lvvi) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described restrictions in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith existence at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to acquisition consummated in accordance with Section 7.7(f7.8(i) (and any renewal, modification or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Dateamendment thereof), (vii) restrictions contained in customary provisions restricting assignment of any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permitbusiness, (xiviii) customary provisions in joint venture agreements or similar agreements or the organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries, (viiiix) any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted hereby and (ixx) any restrictions governing under Indebtedness permitted under Section 7.2(d) to be incurred hereunder (or any permitted refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension thereof), to the extent prohibiting transfers of such restrictions either are not materially adverse to the assets financed with such IndebtednessLenders or are not materially more restrictive, and (xii) taken as a whole, than the restrictions contained in the Silo Credit Agreements Loan Documents or in the Indebtedness being refinancing, replace, modified, repaid, redeemed, refunded, renewed or extended, in each case as determined by the Borrower in effect on the Restatement Effective Dategood faith.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, Borrower or (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved], (iv) any restrictions contained set forth in documents governing the Senior Notes, Incremental Equivalent Term Debt, Refinancing Facility, any Junior Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Convertible Bond Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such the restrictions set forth therein are no not, taken as a whole, materially more onerous in any material respect restrictive than those contained the corresponding provisions in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith at the time such documents are entered into that such encumbrances and restrictions are would not likely reasonably be expected to result materially impair the Borrower’s ability to pay the Obligations when due, (iv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in a material impairment of which case, any prohibition or limitation shall only be effective against the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesassets financed thereby), (v) restrictions and conditions existing on the Closing Date identified on Schedule 7.14 (but not to any restrictions contained in agreements governing Indebtedness assumed in connection with amendment or modification expanding the acquisition scope or duration of any Person that becomes a Subsidiary pursuant to Section 7.7(f) such restriction or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariescondition), (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in conditions imposed by any other agreement governing Indebtedness secured relating to Liens permitted by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 this Agreement but solely to the extent that such restriction applies solely restrictions or conditions apply only to the property or assets subject to such assetspermitted Lien, (xvii) customary anti-assignment provisions in leases leases, licenses, sublicenses, cross-licensing, pooling and licenses similar agreements entered into in the ordinary course of business that restrict the assignment thereof, (viii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (ix) any agreement of a Foreign Subsidiary or Restricted Subsidiary which is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 7.2, (x) any agreement or arrangement already binding on a Restricted Subsidiary when it is acquired so long as required such agreement or arrangement was not created in any franchise permitanticipation of such acquisition, (xi) restrictions governing Indebtedness customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 7.2(d) 7.7), which limitation is applicable only to the extent prohibiting transfers assets that are the subject of the assets financed with such Indebtednessagreements, and (xii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiii) restrictions pursuant to applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, (xiv) customary net worth provisions contained in Real Property leases entered into by the Silo Credit Agreements Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in effect good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower to meet its ongoing payment obligations hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement or (xv) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the Restatement Effective Dateordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the a Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, the in a Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restrictions set forth in the documentation for the ABL Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing, (iv) any restrictions contained in documents governing agreements related to Indebtedness permitted of any (A) Borrower or any Subsidiary Guarantor with respect to the Disposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) Non-Guarantor Subsidiary not prohibited under Section 7.2(e), 7.2 (i), (l) or (n) or in which case such restriction shall relate only to such Non-Guarantor Subsidiary and any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(qNon-Guarantor Subsidiary)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained regarding licenses or sublicenses by a Borrower and its Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto or imposing restrictions on the Restatement Effective Date cash or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material deposits with respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Datethereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease or sublease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to a Disposition permitted by Section 7.4 or 7.5, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateClosing Date and listed on Schedule 7.13, (xii) negative pledges and restrictions on Liens and Dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.2 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis and (xiii) negative pledges and restrictions on Liens and Dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (x) and (xi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrowers, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary in a transaction otherwise to the extent permitted by this Agreementhereunder, (iii) [Reserved]any restrictions set forth in the documentation for any Senior Credit Agreement or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including agreements related to Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (yA) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property any Subsidiary Guarantor with respect to the Loan Partiesdisposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of any Person that becomes a Subsidiary pursuant to Section 7.7(fuse) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (h) so long as in which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement First Amendment Effective DateDate and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (x) and (xi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary of the Borrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or existing under or by reason of (i) any restrictions existing under the Loan Documents, the Revolving Credit Facility Documents, the Second Lien Notes, any Credit Agreement Refinancing Indebtedness referred to in clauses (a), (b) or (c) of the definition thereof, any Permitted Incremental Equivalent Debt, any Ratio Debt and agreements relating to Indebtedness incurred under 8.02(o), (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Restricted Subsidiary in a transaction otherwise permitted by this Agreementand applicable only to such Restricted Subsidiary, (iii) [Reserved]applicable law, (iv) any restrictions contained in documents governing Indebtedness permitted customary provisions restricting the assignment of rights under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiescontracts, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary antinon-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permitand consistent with past practices, (xivi) purchase money obligations for Property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the Property so acquired, (vii) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (viii) restrictions governing Indebtedness on cash or other deposits or net worth imposed by customers under contracts entered in the ordinary course of business, (ix) restrictions on rights to dispose of assets subject to Liens permitted under Section 7.2(d8.03(e), 8.03(f), 8.03(g), 8.03(h), 8.03(i), 8.03(j), 8.03(k), 8.03(p) to the extent prohibiting transfers of the assets financed with such Indebtedness, or 8.03(q) and (xiix) any restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateconnection with Indebtedness or other contractual obligations of (A) any non-wholly owned Restricted Subsidiary and applicable solely to such Restricted Subsidiary or (B) a Foreign Subsidiary and applicable solely to such Foreign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved]any restrictions referred to in clauses (a), (b) and (c) above contained in the Senior Note Indenture or in any other document governing the issuance of notes or other securities in a private placement or a registered securities offering so long as such restrictions, are no more onerous than those contained in the Senior Note Indenture (other than restrictions based on satisfying a leverage ratio condition or equity proceeds and capital contributions baskets), (iv) the encumbrances and restrictions on the LaGrange Entities pursuant to the LaGrange Documents, (v) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e7.2(f), (i), (l7.2(j)(ii) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)7.2(l) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents, (vi) any restrictions contained in the Vulcan Facility Documents or the CCO Senior Notes Indenturesother than as relating to Restricted Payments, the Holdings Credit Documents or any QPC Indenture as which shall be no more onerous than those contained in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesDocuments, (vvii) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f7.2(g) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing Indebtedness permitted under Section 7.2(h) as in effect on the CCVIII InterestSecond Restatement Effective Date, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to such assetsthe assets to be so Disposed, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or consistent with past practices and as required in any franchise permit, and (xi) restrictions governing Indebtedness permitted under Section 7.2(d7.2(e) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreementor such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) [Reserved]restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred in accordance with the provisions of this Agreement, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in relating to joint ventures to the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into extent that such restrictions joint ventures are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesprohibited hereunder, (v) any restrictions contained agreement in agreements governing Indebtedness assumed in connection with effect at the acquisition of any time a Person that becomes became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7(f7.7, so long as (x) such agreement was not entered into solely in contemplation of such Investment and (y) such encumbrance or restriction applies only to such Person and assets, and (hvi)(vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such Indebtedness is permitted under Section 7.2(f) prohibitions or (l) and such Indebtedness was not created or incurred in contemplation limitations are only with respect to the assets of such acquisition and Foreign Subsidiary or any Subsidiary of such restrictions apply only to such acquired Foreign Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or with respect to the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsclause (c), (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in conditions imposed by any franchise permit, (xi) agreement relating to secured debt permitted by this Agreement if such restrictions governing Indebtedness permitted under Section 7.2(d) or conditions apply only to the extent prohibiting transfers of the property or assets financed with securing such Indebtednessdebt, and (xiiy) restrictions contained customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the Silo Credit Agreements as in effect granting of Liens on the Restatement Effective Daterights contained therein; provided that loans made by the Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such Securitization Entity.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the either Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the either Borrower or any other Subsidiary of the either Borrower, (b) make loans or advances to, or other Investments in, the either Borrower or any other Subsidiary of the either Borrower or (c) transfer any of its assets to the either Borrower or any other Subsidiary of the either Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Senior Note Indenture, the 2012 Senior Unsecured Note Indenture, the 2013 Senior Unsecured Note Indenture or any Additional Senior Unsecured Indentures, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]any restrictions set forth in the organizational documents of the Subsidiaries of the Borrowers listed on Schedule ES, (iv) applicable Requirements of Law, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary, (vi) any holder of a Lien permitted by Section 7.3 restricting the transfer of the property subject to such permitted Lien, (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of either Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of a Borrower, and (viii) any restrictions contained in documents any one or more agreements governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as 7.2 entered into after the Closing Date that are not materially more restrictive with respect to either (x) such Borrower and its Subsidiaries than the equivalent restrictions are no more onerous in any material respect than those contained set forth in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateDocuments.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Second Lien Loan Documents or the Senior Notes (or any agreement governing any Permitted Refinancing in respect of the Loans or the Senior Notes or any Second Lien Permitted Refinancings, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders that that which exists as of the Closing Date), (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Equity Interests Capital Stock or all or substantially all of the assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]applicable law, (iv) any restrictions in effect on the date of this Agreement contained in documents the agreements governing the Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or in effect on the Closing Date and in any other agreement agreements governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) any refinancing thereof if such restrictions are no more onerous in any material respect restrictive than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture agreements as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment date of the ability of the Loan Parties to perform their payment obligations under this Agreement governing the Indebtedness being renewed, extended or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Partiesrefinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by the Borrower or any restrictions contained of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, (vi) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing Indebtedness assumed in connection with the acquisition terms of any Person Indebtedness or other obligations secured by any such Liens; provided that becomes such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to Section 7.7(f) an agreement relating to any Capital Stock or (h) so Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Borrower and outstanding on such date as long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness agreement was not created or incurred entered into in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII InterestPerson becoming a Restricted Subsidiary, (ix) any customary restrictions in an agreement to Dispose of assets in a transaction permitted restriction on cash or other deposits imposed under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses agreements entered into in the ordinary course of business or as required net worth provisions in any franchise permitleases and other agreements entered into in the ordinary course of business, (x) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions governing Indebtedness permitted on deposits imposed under Section 7.2(d) to contracts entered into in the extent prohibiting transfers ordinary course of the assets financed with such Indebtedness, business; and (xii) any restrictions under any Indebtedness permitted by subsection 8.2 if such restrictions are no more restrictive to the Borrower and its Restricted Subsidiaries than those contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateunder this Agreement.

Clauses Restricting Subsidiary Distributions. Enter The Company will not, and will not permit any Subsidiary (other than an Excluded Subsidiary) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents, (ii) any restrictions existing under the Senior Second Lien Notes Documents as in effect on the date hereof, any restrictions under any Additional Senior Second Lien Notes Documents that are not more restrictive than those existing under the Senior Second Lien Notes Documents as in effect on the date hereof and any restrictions under any Chrysler Canada Notes Documents that are not more restrictive in any material respect than those existing under the Senior Second Lien Notes Documents as in effect on the date hereof, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved]Subsidiary, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) agreement or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements instrument governing Indebtedness assumed in connection with the acquisition of assets by the Company or any Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person that becomes a Subsidiary pursuant or the properties or assets of the Person so acquired, (v) restrictions on the transfer of assets subject to any Lien permitted by Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation 6.3 imposed by the holder of such acquisition and Lien or on the transfer of assets subject to a Disposition permitted by Section 6.6 imposed by the acquirer of such restrictions apply only to such acquired Subsidiary and its Subsidiariesassets, (vi) restrictions contained provisions in joint venture agreements and other similar agreements (in each case relating solely to the CCO Senior Note Indenture as in effect on respective joint venture or similar entity or the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Dateequity interests therein), (vii) restrictions contained in the terms of any QPC Indenture agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that such restrictions relate only to the Holdings Credit Documents as in effect on the Restatement Effective Dateproperty financed with such Indebtedness, (viii) restrictions contained on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the organizational documents ordinary course of CC VIII, LLC, and other documents governing the CCVIII Interestbusiness, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary antinon-assignment provisions in leases leases, contracts, licenses and licenses other agreements entered into in the ordinary course of business and consistent with past practices, (x) any restrictions under any documentation governing any Permitted Additional First Lien Debt that are not more restrictive than the restrictions under this Agreement (without giving effect to the provisions of Section 1.5) or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(dany amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to the extent prohibiting transfers encumbrances or restrictions contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Company and its Subsidiaries and the Lenders than the provisions relating to such encumbrances or restrictions contained in agreements referred to in such clause or, in the case of the assets financed with such Indebtedness, and (xii) encumbrances or restrictions contained in the Silo Credit Agreements as in effect on documentation governing any Indebtedness permitted by clause (l) of the Restatement Effective Datedefinition of Permitted Indebtedness, this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures and the Note Lien Documents referred to therein), (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the properties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); PROVIDED, HOWEVER, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security AGREEMENTS, (vi) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary, (vii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any credit facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a transaction otherwise Lien permitted by this AgreementSection 7.3, (iii) [Reserved], (ivix) any restrictions contained encumbrance or restriction arising under or in documents governing connection with any agreement or instrument relating to any Indebtedness permitted under by Section 7.2(e), 7.2(m) if (i), (lA) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous the encumbrance or restriction applies only in any material the event of a payment default or a default with respect than those to a financial covenant contained in the Loan Documents terms of such agreement or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, instrument or (y) the Borrower determines in good faith at the time such documents are entered into determines that such restrictions are encumbrance or restriction will not likely cause the Borrower not to result in a material impairment of have the ability of funds necessary to pay the Loan Parties to perform their payment obligations under this Agreement Obligations when due and (B) the encumbrance or restriction is not materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property more disadvantageous to the Loan Parties, Lenders than is customary in comparable financings (vas determined in good faith by the Borrower) and (x) any restrictions contained in agreements governing Indebtedness assumed encumbrance or restriction arising under or in connection with the acquisition any agreement or instrument governing Capital Stock of any Person other than a Wholly Owned Subsidiary that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in after the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Closing Date.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any encumbrances or restrictions existing under this Agreement and the other Loan DocumentsDocuments and under the Intercreditor Agreement and any Other Intercreditor Agreement, (ii) any encumbrances or restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]customary net worth provisions contained in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing payment obligations hereunder, (iv) any encumbrances or restrictions contained in documents governing agreements related to Indebtedness permitted under Section 7.2(e)by this Agreement (including indentures, instruments or agreements governing any Additional Obligations, indentures, instruments or agreements governing any Permitted Debt Exchange Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations, indentures, instruments or agreements governing any Rollover Indebtedness and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoing) to the extent that (i), ) the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (las determined in good faith by the Borrower) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (xii) such encumbrances and restrictions are no more onerous customary for similar financings in any material respect than those contained light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (yBorrower) and the Borrower determines in good faith at the time such documents are entered into that such encumbrances and restrictions are would not likely reasonably be expected to result in a material impairment of materially impair the Borrower’s ability of to pay the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesObligations when due, (v) any restrictions contained regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Datejoint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement, (viii) restrictions contained in customary provisions restricting the organizational documents subletting or assignment of CC VIII, LLC, and other documents any lease governing the CCVIII Interesta leasehold interest, (ix) customary restrictions and conditions contained in an any agreement relating to Dispose any Disposition of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsProperty not prohibited hereunder, (x) customary anti-assignment provisions any agreement in leases and licenses effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) encumbrances or restrictions contained imposed by applicable law, and (xiii) any encumbrances or restrictions if an Investment Grade Event shall have occurred and be continuing, so long as (x) immediately after giving effect to the entry into such encumbrances or restrictions, the Borrower shall be in pro forma compliance with the Silo Credit Agreements financial covenantscovenant set forth in Section 7.1 as in of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 and (y) at the time of the entry into such encumbrances or restrictions and after given effect on the Restatement Effective Datethereto, no Event of Default shall have occurred and be continuing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved]any restrictions set forth in the agreement governing any Junior Indebtedness so long as the restrictions set forth therein are not materially more restrictive than the corresponding provisions in the Loan Documents, (iv) any restrictions contained agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in documents governing Indebtedness permitted under Section 7.2(ewhich case, any prohibition or limitation shall only be effective against the assets financed thereby), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) restrictions and conditions existing on the date hereofRestatement Date identified on Schedule 8.14 (but not to any restrictions contained in agreements governing Indebtedness assumed in connection with amendment or modification expanding the acquisition scope or duration of any Person that becomes a Subsidiary pursuant to Section 7.7(f) such restriction or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiariescondition), (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in conditions imposed by any other agreement governing Indebtedness secured relating to Liens permitted by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 this Agreement but solely to the extent that such restriction applies solely restrictions or conditions apply only to the property or assets subject to such assetspermitted Lien, (xvii) customary anti-assignment provisions in leases leases, licenses and licenses other contracts entered into in the ordinary course of business restricting the assignment thereof, (viii) customary restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture, (ix) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2, (x) any agreement or arrangement already binding on a Subsidiary when it is acquired so long as required such agreement or arrangement was not created in any franchise permit, anticipation of such acquisition and (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Dateapplicable law.

Clauses Restricting Subsidiary Distributions. Enter The Company will not, and will not permit any Domestic Subsidiary (other than an Excluded Subsidiary) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or the First Lien Credit Agreement, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) agreement or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements instrument governing Indebtedness assumed in connection with the acquisition of assets by the Company or any Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person that becomes a Subsidiary pursuant or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation 6.3 imposed by the holder of such acquisition Lien or on the transfer of assets subject to a Disposition permitted by Section 6.5 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and such restrictions apply only other similar agreements (in each case relating solely to such acquired Subsidiary and its Subsidiariesthe respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business, (vi) restrictions contained in the CCO Senior Note Indenture as terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as violation of this Agreement; provided, that such restrictions are no more onerous in any material respect than those contained in relate only to the CCO Senior Note Indenture as in effect on the Restatement Effective Dateproperty financed with such Indebtedness, (vii) restrictions contained on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Dateordinary course of business, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary antinon-assignment provisions in leases leases, contracts, licenses and licenses other agreements entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed and consistent with such Indebtednesspast practices, and (xiiix) restrictions any encumbrance or restriction imposed by any terms of any Indebtedness permitted by clause (g) of the definition of Permitted Indebtedness or by any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (viii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are no less favorable to the Silo Credit Agreements as Company and its Subsidiaries and the Lenders in effect on any material respect, than the Restatement Effective Dateprovisions relating to such encumbrance or restriction contained in agreements referred to in such clause or in the case of any Indebtedness permitted by clause (g) of the definition of Permitted Indebtedness, this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Parent Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Restricted Subsidiary of the Borrower, Parent Borrower or (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Parent Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, any Swap Agreement, any Incremental Equivalent Debt or the Senior Unsecured Debt Agreement or, so long as the Loan Documents constitute a “Senior Credit Facility” as defined in the Senior Unsecured Debt Agreement, any Permitted Debt , (ii) (x) existing on the Fourth Restatement Effective Date and identified on Schedule 7.13 and (y) any extension or renewal of such encumbrance or restriction or any agreement evidencing such encumbrance or restriction or any amendment or modification thereof, in each case that does not materially expand the scope of any such encumbrance or restriction, (iii) any restrictions with respect to a Subsidiary (or the assets or Capital Stock thereof) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved]Subsidiary, (iv) leases or other agreements that are customary and restrict the assignment (or subletting) thereof or relate only to the assets subject thereto, (v) (x) any restrictions that are binding on a Restricted Subsidiary at the time such Subsidiary is acquired, if such Restricted Subsidiary is not designated an Unrestricted Subsidiary within fifteen (15) days of the date of such acquisition, so long as such restrictions were not entered into solely in contemplation of such Subsidiary becoming a Subsidiary and (y) any renewal or extension of a restriction or condition permitted by clause (v)(x) or any agreement evidencing such restriction or condition or any amendment or modification thereof that does not materially expand the scope of such restriction or condition, (vi) any agreement relating to a Disposition permitted hereunder pending such Disposition, provided such restrictions and conditions apply only to the assets subject to such Disposition, (vii) any agreement governing Indebtedness or other obligations of a Foreign Subsidiary, (viii) customary provisions contained in documents joint venture agreements and other similar agreements applicable to joint ventures (including Permitted Joint Ventures) or other similar arrangements permitted hereunder, (ix) agreements governing Indebtedness any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and proceeds thereof), (x) any provisions requiring the granting of a Lien to any Person on any Collateral if a Lien is granted with respect to such Collateral securing the Obligations (it being understood that any such Lien shall be permitted only if permitted under Section 7.2(e7.3), (ixi) any agreement relating to Permitted Refinancing Indebtedness (so long as such restrictions set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), (lxii) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) are restrictions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under Section 7.3, (xiii) are restrictions on cash or other deposits or net worth imposed by customers or suppliers, or required by insurance, surety or bonding companies; (xiv) are customary net worth provisions contained in real property leases or licenses of Intellectual Property, so long as the Parent Borrower has determined in good faith that such provisions could not reasonably be expected to impair the ability of the Parent Borrower and the other Loan Parties to satisfy the Obligations, (xv) encumbrances or restrictions created in connection with any Qualified Receivables Transaction that, in the good faith determination of the Parent Borrower, are necessary or advisable to effect such Qualified Receivables Transaction or (xvi) any agreement or instrument governing any Indebtedness, Disqualified Capital Stock or preferred stock permitted to be incurred or issued under the Loan Documents that contains encumbrances and other restrictions that either (x) such restrictions are no more onerous restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than those (i) the restrictions contained in the Loan Documents as of the Fourth Restatement Effective Date or, in the case of any Refinancing Indebtedness, in the Indebtedness being refinanced, or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as (ii) those encumbrances and other restrictions that are in effect on the Fourth Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into Date with respect to that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Restricted Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as agreements in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Fourth Restatement Effective Date, (viiy) restrictions contained are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in any QPC Indenture comparable financings for similarly situated issuers or (z) will not otherwise materially impair the Holdings Credit Documents as in effect Parent Borrower’s ability to make payments on the Restatement Effective DateLoan when due, (viii) restrictions contained in each case in the organizational documents good faith judgment of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers senior management of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateParent Borrower.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Equity Interests equity interests of such Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, the First Lien Credit Agreement Documents or any Additional First Lien Debt Documents; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Equity Interests equity interests or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, Subsidiary; (iii) [Reserved], (iv) any restrictions the provisions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness indebtedness existing as of the Effective Date (including Indebtedness and in any refinancing of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) such indebtedness so long as either (x) such restrictions are no more onerous in any material respect restrictive than those contained in the Loan Documents respective existing indebtedness); (iv) customary provisions restricting subletting or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition assignment of any Person that becomes lease governing a leasehold interest of any Borrower or a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses Borrower entered into in the ordinary course of business business, (v) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing acquired debt, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as required the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any franchise permitBorrower or any of its Subsidiaries in the ordinary course of business; (ix) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations; (x) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Subsidiaries to meet their ongoing obligations, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers in respect of the REMIC Certificates and the real property assets financed with such Indebtednessrelated thereto, the Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, (xii) restrictions contained governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization, and (xiii) such other restrictions as the Silo Credit Agreements as in effect on Borrowers and Agent and/or the Restatement Effective DateCollateral Agent may agree .

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, its Restricted Subsidiaries or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) or consisting of: xciii.this Agreement or any restrictions existing other Loan Documents and under the Loan Documentsany Intercreditor Agreement, (ii) or any restrictions with respect to a Subsidiary imposed other agreement entered into pursuant to an agreement that has been entered into any of the foregoing; xciv.provisions limiting the Disposition of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation is in each case applicable only to the assets or interests the subject of such agreements but which may include customary restrictions in respect of a Restricted Subsidiary in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Restricted Subsidiary; xcv.customary net worth provisions contained in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower to meet its ongoing payment obligations hereunder or, in the case of any Subsidiary in a transaction otherwise Guarantor, its obligations under the Guarantee and Collateral Agreement; xcvi.agreements related to Indebtedness permitted by this AgreementAgreement (including indentures, instruments or agreements governing any Permitted Revolving Refinancing Obligations or Permitted SISO Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of Permitted Revolving Refinancing Obligations or Permitted SISO Refinancing Obligations) to the extent that (iiix) [Reserved], (iv) any the encumbrances and restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) any such agreement or (n) or any other agreement governing Indebtedness (including Indebtedness of instrument taken as a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions are no more onerous in any material respect than those contained in this Agreement (as determined in good faith by the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, Borrower) or (y) such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith at the time such documents are entered into that such encumbrances and restrictions are would not likely reasonably be expected to result in a material impairment of materially impair the Borrower’s ability of to pay the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date.Obligations when due;

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Restricted Subsidiary in a transaction otherwise to the extent permitted by this Agreementhereunder, (iii) [Reserved]any restrictions set forth in the documentation for the ABL Credit Agreement or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including agreements related to Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (yA) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property any Subsidiary Guarantor with respect to the Loan Partiesdisposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of any Person that becomes a Subsidiary pursuant to Section 7.7(fuse) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (h) so long as in which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateClosing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (x) and (xi) above; provided that such amendments, modifications, 95 restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Parent Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such (i) any encumbrances or restrictions existing under (A) this Agreement or by reason of the other Loan Documents, (iB) any restrictions existing under agreement governing Indebtedness incurred pursuant to Section 7.2 so long as such encumbrance or restriction is customary in agreements governing Indebtedness of such type and such encumbrance or restriction will not affect the ability of the Loan DocumentsParties to service the Loans or any other Obligation or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Loans or any other Indebtedness incurred pursuant to Section 7.2, in each case so long as any such agreement is not materially more restrictive, taken as a whole, than the documents governing the Indebtedness being refinanced, as applicable, (ii) any encumbrances or restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, its Subsidiaries) under any agreement of such Restricted 118 Subsidiary in effect at the time such Person becomes a Restricted Subsidiary of the Parent Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Parent Borrower, as such agreement may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction contemplated by this Section 7.14 contained therein, (iv) any restrictions customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in documents governing Indebtedness permitted under Section 7.2(e)leases, (i)subleases, (l) licenses or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indenturessublicenses, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in limited to the CCO Senior Note Indenture property or assets subject to such leases, subleases, licenses or sublicenses, as in effect on the Restatement Effective Date, case may be and (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ixv) customary restrictions and conditions contained in an agreement to Dispose of assets in a transaction permitted under Section 7.5 agreements relating to the extent sale of a Restricted Subsidiary or any assets pending such sale, provided that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business restrictions or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) conditions apply only to the extent prohibiting transfers of the Restricted Subsidiary or assets financed with that is to be sold and such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Datesale is permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Parent Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Restricted Subsidiary of the Borrower, Parent Borrower or (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Parent Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments and/or the Senior Unsecured Debt Agreement, (ii) (x) existing on the Second Restatement Effective Date and identified on Schedule 7.13 and (y) any extension or renewal of such encumbrance or restriction or any agreement evidencing such encumbrance or restriction or any amendment or modification thereof, in each case that does not materially expand the scope of any such encumbrance or restriction, (iii) any restrictions with respect to a Subsidiary (or the assets or Capital Stock thereof) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved]Subsidiary, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e)leases or other agreements that are customary and restrict the assignment (or subletting) thereof or relate only to the assets subject thereto, (i), (lv) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such any restrictions that are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect binding on the Restatement Effective Date, or (y) the Borrower determines in good faith a Restricted Subsidiary at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan PartiesSubsidiary is acquired, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous were not entered into solely in contemplation of such Subsidiary becoming a Subsidiary and (y) any material respect than those contained in renewal or extension of a restriction or condition permitted by clause (v)(x) or any agreement evidencing such restriction or condition or any amendment or modification thereof that does not materially expand the CCO Senior Note Indenture as in effect on scope of such restriction or condition, (vi) any agreement relating to a Disposition permitted hereunder pending such Disposition, provided such restrictions and conditions apply only to the Restatement Effective Dateassets subject to such Disposition, (vii) restrictions contained in any QPC Indenture agreement governing Indebtedness or the Holdings Credit Documents as in effect on the Restatement Effective Dateother obligations of a Foreign Subsidiary, (viii) restrictions customary provisions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interestsimilar agreements applicable to joint ventures other similar arrangements permitted hereunder, (ix) customary restrictions agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in an agreement to Dispose of which case, any prohibition or limitation shall only be effective against the assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assetsfinanced thereby and proceeds thereof), (x) customary anti-assignment any provisions in leases and licenses entered into in requiring the ordinary course granting of business or as required in a Lien to any franchise permitPerson on any Collateral if a Lien is granted with respect to such Collateral securing the Obligations (it being understood that any such Lien shall be permitted only if permitted under Section 7.3), (xi) any agreement relating to Permitted Refinancing Indebtedness (so long as such restrictions governing set forth therein are not materially more restrictive than the comparable provisions of the Indebtedness being refinanced), (xii) are restrictions with respect to cash collateral so long as the Lien in respect of such cash collateral is permitted under Section 7.2(d7.3 or (xiii) are customary net worth provisions contained in real property leases or licenses of Intellectual Property, so long as the Parent Borrower has determined in good faith that such provisions could not reasonably be expected to impair the extent prohibiting transfers ability of the assets financed with such Indebtedness, Parent Borrower and (xii) restrictions contained in the Silo Credit Agreements as in effect on other Loan Parties to satisfy the Restatement Effective DateObligations.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any other Restricted Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, the in any Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary in a transaction otherwise permitted by this AgreementRestricted Subsidiary, (iii) [Reserved]any restrictions set forth in the Senior Note Indenture, the Senior Subordinated Note Indenture, the documentation for the Term Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the foregoing; provided that, in the case of any Junior Indebtedness or Permitted Amendment or Refinancing of any of the obligations described in clause (iii) hereof, such restrictions shall not be more restrictive in any material respect on the Loan Parties than the corresponding restrictions set forth in the Senior Subordinated Notes and the Senior Subordinated Note Indenture, (iv) any restrictions contained in documents governing agreements related to Indebtedness permitted of (A) any Borrower or any Subsidiary Guarantor with respect to the disposition of assets securing such Indebtedness (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof) and (B) any Non-Guarantor Subsidiary not prohibited under Section 7.2(e7.02 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Restricted Subsidiaries), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained regarding licenses or sublicenses by the Borrowers and their respective Restricted Subsidiaries of Intellectual Property in agreements governing Indebtedness assumed the ordinary course of business (in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as which case such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply restriction shall relate only to such acquired Subsidiary and its SubsidiariesIntellectual Property), (vi) restrictions contained Contractual Obligations incurred in the CCO Senior Note Indenture as in effect on ordinary course of business which include customary provisions restricting the Restatement Effective Date or in assignment of any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Daterelating thereto, (vii) restrictions customary provisions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, joint venture agreements and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement similar agreements applicable to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses joint ventures entered into in the ordinary course of business business, (viii) customary provisions restricting the subletting or as required assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any franchise permitagreement relating to an asset sale permitted by Section 7.04 or 7.05, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) such restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective DateClosing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on Liens and asset dispositions in favor of any holder of Indebtedness 162 for borrowed money permitted under Section 7.03 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis and (xiii) negative pledges and restrictions on Liens and asset dispositions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (x) and (xi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrowers, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the any Borrower to (a) make Restricted Payments in respect of any Equity Interests Capital Stock of such Subsidiary held by, or pay repay or prepay any Indebtedness owed toto or by, the such Borrower or any other Subsidiary of the such Borrower, (b) make loans or advances to, or other Investments in, the such Borrower or any other Subsidiary of the such Borrower or (c) transfer any of its assets to the such Borrower or any other Subsidiary of the such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary in a transaction otherwise permitted by this AgreementSubsidiary, (iii) [Reserved], (iv) any customary restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment assignment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permitbusiness, (xiiv) restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness purchase money liens or Capital Lease Obligations otherwise permitted under Section 7.2(d) to the extent prohibiting transfers of hereby which restrictions are only effective against the assets financed thereby, (v) restrictions imposed by law, (vi) restrictions imposed under the HY Indenture on the date hereof or comparable provisions in any other indenture or agreement on terms not materially more restrictive in the aggregate, (vi) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary of Holdings, restrictions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions apply only to such Subsidiary, (vii) restrictions imposed by the Non-Recourse CLP Financing Indebtedness or any Standard Securitization Restrictions, in each case in connection with a Non-Recourse CLP Financing, provided such Indebtedness, restrictions apply only to the SPEs and CLP Assets owned by the SPEs; and (xiiviii) restrictions contained any agreement or other instrument of a Person acquired by any Group Member which agreement or other instrument was in existence at the Silo Credit Agreements as time of such acquisition (but, in effect on the Restatement Effective Dateeach case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person other than such acquired Person.

Clauses Restricting Subsidiary Distributions. Enter -------------------------------------------- into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments pay Dividends in respect of any Equity Interests Ownership Interest of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or applicable law, (ii) restrictions in the Senior Note Indenture (or similar restrictions in other documents evidencing Indebtedness permitted hereunder) or the documents governing the Increasing Rate Term Loan Facility, and other restrictions in effect on the date hereof and listed on Schedule XIII, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, and restrictions in the Company Documents of non-Wholly-Owned Subsidiaries and Joint Ventures imposing restrictions on the transfers of the Equity Ownership Interests therein and (iv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests Ownership Interest or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) [Reserved], (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes respect to a Special Purpose Subsidiary imposed pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi) restrictions contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the CCO Senior Note Indenture as in effect on the Restatement Effective Date, (vii) restrictions contained in any QPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in the organizational documents of CC VIII, LLC, and other documents governing the CCVIII Interest, (ix) customary restrictions related securitization or financing. It is understood and agreed that any asset that is Unencumbered shall be deemed not in an agreement to Dispose violation of assets in a transaction permitted under this Section 7.5 to the extent that such restriction applies solely to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business or as required in any franchise permit, (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the Silo Credit Agreements as in effect on the Restatement Effective Date6.10.