Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits 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 Parent Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or Group Member, (b) make loans or advances to, or other Investments in the Borrower in, any Group Member or (c) transfer any Restricted Subsidiaryof its assets to any Group 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 Documents and Parties to service the Mezzanine Loan DocumentsLoans 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 such 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases entered into by the Borrower and any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of under any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement such Restricted Subsidiary in effect at the time any such Person becomes a Restricted SubsidiarySubsidiary 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) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be and (xiv) customary restrictions on cash and conditions contained in agreements relating to the sale of a Restricted Subsidiary or other deposits imposed by customers under contracts entered into in any assets pending such sale, provided that such restrictions or conditions apply only to the ordinary course of businessRestricted Subsidiary or assets that is to be sold and such sale 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 to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Group Member, (b) make loans or advances to, or other Investments in the Borrower in, any other Group Member, or (c) transfer any Restricted Subsidiaryof its assets to any other Group Member, 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or, in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions under any Subordinated Debt Documents, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation), to the extent in effect pending the consummation of such transaction, (viii) customary net worth provisions or similar financial maintenance provisions contained in Real Property real property leases entered into by the Borrower and its Restricted Subsidiariesa Foreign Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would could not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries Group Members to meet their ongoing obligationsobligations under the Loan Documents, (ivix) 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(z)applicable law, (vx) any restrictions regarding licenses on cash 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture other deposits or net worth imposed under agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viiixi) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, in joint venture agreements and other similar agreements (ixincluding equity holder agreements) customary restrictions and conditions contained in any agreement 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 on cash joint venture or other deposits imposed by customers under contracts its members or entered into in the ordinary course of business, (xii) Requirements of Law applicable to a Foreign Subsidiary prohibiting or restricting the applicable Foreign Subsidiary from making Restricted Payments to the Borrower, or (xiii) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.3.

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 Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine Loan Documents, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary in a transaction otherwise permitted by this Agreement, (iii) 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[Reserved], (iv) any restrictions contained in agreements related to documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including 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) a Qualified Parent Company or Indebtedness secured by Liens permitted by Sections 7.3(gdescribed 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 7.3(z)transfers of property to the Loan Parties, (v) any restrictions regarding licenses 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 sublicenses by the Borrower (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and its Restricted Subsidiaries such Indebtedness was not created or incurred in contemplation of Intellectual Property in the ordinary course of business (in which case such restriction shall relate acquisition and such restrictions apply only to such Intellectual Property)acquired Subsidiary and its Subsidiaries, (vi) Contractual Obligations incurred restrictions contained in the ordinary course of business which include customary provisions restricting CCO Senior Note Indenture as in effect on the assignment of Restatement Effective Date or in any other agreement relating theretogoverning 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 provisions restrictions contained in joint venture agreements 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 similar agreements applicable documents governing the CCVIII Interest, (ix) customary restrictions in an agreement to joint ventures 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, (viii) customary provisions restricting the subletting business or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained as required in any agreement relating to any Disposition of Property not prohibited hereunderfranchise permit, (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 on cash or other deposits imposed by customers governing Indebtedness permitted under contracts entered into Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness, and (xii) restrictions contained in the ordinary course of businessSilo Credit Agreements as in effect on the Restatement Effective Date.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Holdings or any other Restricted Subsidiary or (b) make Investments in the Borrower Holdings or any other Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z7.3(bb), (viv) any restrictions regarding licenses or sublicenses by the Borrower Holdings 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), (viv) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (viivi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viiivii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ixviii) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan asset sale permitted by Sections 7.4 or 7.5, (xix) 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 (xix) restrictions on cash or other deposits 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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or Group Member, (b) make loans or advances to, or other Investments in the Borrower in, any Group Member or (c) transfer any Restricted Subsidiaryof its assets to any Group 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 and or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Mezzanine 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 such 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases entered into by the Borrower and any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of under any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement such Restricted Subsidiary in effect at the time any such Person becomes a Restricted SubsidiarySubsidiary 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) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be and (xiv) customary restrictions on cash and conditions contained in agreements relating to the sale of a Restricted Subsidiary or other deposits imposed by customers under contracts entered into in any assets pending such sale, provided that such restrictions or conditions apply only to the ordinary course of businessRestricted Subsidiary or assets that is to be sold and such sale 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 that is not a Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any other Restricted SubsidiarySubsidiary 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 of: (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, ; (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary, ; (iii) 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, [Intentionally Omitted]; (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby); (v) restrictions and conditions existing on the Restatement Effective Date identified on Schedule 7.13 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition); (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien; (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof; (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, 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 7.1; (x) any agreement or arrangement already binding on a Person when it becomes a Restricted Subsidiary so long as such agreement or arrangement was not created in anticipation of such acquisition; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 7.3 or the sale of Property not prohibited hereunder, any property permitted under Section 7.4 pending the consummation of such transaction or sale; (xxiii) any agreement instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; or (xiv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in this Section 7.13; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect at prior to such amendment or refinancing (as determined in good faith and certified in writing to the time any Person becomes Administrative Agent by a Restricted Subsidiary, so long as such agreement was not entered into in contemplation Responsible Officer of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessBorrower).

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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or Group Member, (b) make loans or advances to, or other Investments in the Borrower in, any Group Member or (c) transfer any Restricted Subsidiaryof its assets to any Group 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 and or (C) any agreement governing Permitted Refinancing Indebtedness in respect of the Mezzanine 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 such 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases entered into by the Borrower and any encumbrance or restriction applicable to a Restricted Subsidiary (and, if applicable, 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of under any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement such Restricted Subsidiary in effect at the time any such Person becomes a Restricted SubsidiarySubsidiary 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) customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases, licenses or sublicenses, so long as such restrictions are limited to the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be and (xiv) customary restrictions on cash and conditions contained in agreements relating to the sale of a Restricted Subsidiary or other deposits imposed by customers under contracts entered into in any assets pending such sale, provided that such restrictions or conditions apply only to the ordinary course of businessRestricted Subsidiary or assets that is to be sold and such sale 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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any other Restricted SubsidiarySubsidiary 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 of (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, ; (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, Subsidiary otherwise permitted hereunder; (iii) customary net worth provisions agreements governing Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in Real Property leases entered into by such agreements on 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, date hereof; (iv) 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 the Senior Subordinated Note Indenture, the Senior Subordinated Notes and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z), the Guarantee Obligations relating thereto; (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (in which case such restriction shall relate only to such Intellectual Property), c) above; (vi) Contractual Obligations Liens securing Indebtedness otherwise permitted to be incurred in under Section 7.03 that limit the ordinary course right of business which include customary provisions restricting the assignment Borrower or any of any agreement relating thereto, its Subsidiaries to dispose of the assets subject to such Liens; (vii) customary provisions contained with respect to the disposition or distribution of assets or property in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements, assets sale agreements, stock sale agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, provided that such encumbrance or restriction shall only be effective against the assets or property to be sold; and (viii) customary provisions restricting any instrument governing Indebtedness or Capital Stock of a Person acquired by the subletting Borrower or assignment any of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person becomes a Restricted SubsidiaryPerson, or the properties or assets of any Person, other than the Person, or the properties or assets of such Person, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessacquired.

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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 of: (i) any restrictions existing under (x) the Loan Documents and (y) the Mezzanine Loan Documents, Senior Note Documents and any Permitted Refinancing thereof, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, , (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, agreement governing any Junior Indebtedness so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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, Loan Documents, (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition), (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof, (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, 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 such agreement or arrangement was not created in anticipation of such acquisition; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 8.4 or the sale of Property not prohibited hereunder, any property permitted under Section 8.5 pending the consummation of such transaction or sale; (xxiii) any agreement in effect at the time any Person such Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary and of the Borrower; (xixiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; or (xv) any encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (x), (xiii) or (xiv) of this Section; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by the ordinary course Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of businessthe Borrower).

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any of its Restricted Subsidiary Subsidiaries or (b) make Investments in the Borrower or any of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of or consisting of: (i) this Agreement or any restrictions existing under the other Loan Documents and under any Intercreditor Agreement, or any other agreement entered into pursuant to any of the Mezzanine Loan Documents, foregoing; (ii) any 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 with in respect to such of 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 Capital Stock or assets of such Restricted Subsidiary, ; (iii) 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 its ongoing obligationspayment obligations hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement; (iv) any restrictions contained in agreements related to Indebtedness permitted by this Agreement (including indentures, instruments or agreements governing any New Incremental Debt, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoing) to the extent that (x) the encumbrances and restrictions contained in any Non-Guarantor Subsidiary such agreement or instrument taken as a whole are not prohibited under Section 7.2 materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesgood faith by the Borrower) or Indebtedness secured (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 Liens permitted by Sections 7.3(gthe Borrower) and 7.3(z), the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (v) any restrictions regarding licenses licenses, sublicenses, cross-licensing or sublicenses pooling by the Borrower and its Restricted Subsidiaries of of, or similar arrangements with respect to, Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), ; (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoassignment, transfer or pledge thereof; (vii) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, and other non-wholly owned entities not prohibited by this Agreement; (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, ; (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property Property, leases, subleases, licenses and similar agreements not prohibited hereunder, ; (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and or a party to such merger; (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xii) encumbrances or restrictions imposed by applicable law, regulation or customary license requirements; (xiii) restrictions and conditions contained in the documentation governing the Existing Notes Financing; (xiv) any agreement in effect on the Closing Date and described on Schedule 7.13; (xv) restrictions or conditions imposed by any obligations secured by Liens permitted pursuant to Section 7.3 (other than obligations in respect of Indebtedness), if such restrictions or conditions apply only to the property or assets securing such obligations and such encumbrances and restrictions are customary for similar obligations 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 that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (xvi) the Term Loan Documents; (xvii) restrictions created in connection with any Receivables Facility solely applicable to the Receivables and Related Assets and the Receivables Subsidiary subject thereto; (xviii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and (xix) the foregoing shall not apply to any restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or other obligations referred to in clauses (i) through (xviii) above, provided, that the restrictions and conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in good faith judgment of the Borrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the applicable contract, instrument or other obligation.

Clauses Restricting Subsidiary Distributions. Enter Except pursuant to the Senior Notes Indenture, enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (ai) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, Holdings, the Borrower or any Restricted Subsidiary or (bii) make Investments in the Borrower or any Restricted Subsidiary, in either case except for such encumbrances or restrictions existing under or by reason of of: (ia) any restrictions on Investments existing under the Loan Documents and or under the Mezzanine Loan Documentsdocumentation governing Indebtedness permitted to be incurred under Section 7.2(t) provided such restrictions are not more restrictive, taken as a whole, than those contained herein ; (iib) any restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, ; (iiic) customary net worth provisions contained in Real Property leases entered into by Holdings, 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 Holdings the Borrower and its Restricted Subsidiaries to meet their ongoing obligations, ; (ivd) 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(z), ; (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (xe) 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 Subsidiary; (xif) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (g) restrictions contained in agreements related to secured Indebtedness permitted pursuant to Sections 7.2(c), 7.2(j) or 7.2(s) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness; (h) any restrictions regarding licenses or sublicenses by Holdings, 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); (i) customary provisions in Contractual Obligations restricting the assignment of any agreement incurred in the ordinary course of business; (j) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business; (k) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest; and (l) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Mezzanine Senior Secured Loan Documents, (ii) any restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 6.2 (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(g6.3(g) and 7.3(z6.3(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits 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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine Loan Documents, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, agreement governing any Junior Indebtedness so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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 obligationsLoan Documents, (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case such restriction case, any prohibition or limitation 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(zbe effective against the assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vi) restrictions regarding or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretothereof, (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interestpermitted hereunder and applicable solely to such joint venture, (ix) customary restrictions and conditions contained in any agreement relating of a Foreign Subsidiary governing Indebtedness permitted to any Disposition of Property not prohibited hereunderbe incurred or permitted to exist under Section 8.2, (x) any agreement in effect at the time any Person becomes or arrangement already binding on a Restricted Subsidiary, Subsidiary when it is acquired so long as such agreement or arrangement was not entered into created in contemplation anticipation of such Person becoming a Restricted Subsidiary acquisition and (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessapplicable law.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary to the extent permitted hereunder, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as documentation for the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability Term Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness of (A) the 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 7.02 (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(z), (v) any restrictions regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of use) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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 permit to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Loan Party, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother Loan Party or (c) transfer any of its assets to the Borrower or any other Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents 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 Mezzanine Loan Documentsequivalent 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) any restrictions with respect to such Restricted 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 of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 joint ventures (in which case such restriction restrictions shall relate only to assets of, or equity interests in, such Indebtedness and/or joint venture or any holding company which may hold the Capital Stock of such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(zjoint venture), (viii) 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) restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the capital stock or assets to be sold and such sale is permitted hereunder, (v) with respect to restrictions described in clause (a) of this Section 7.11, restrictions contained in agreements governing Indebtedness permitted by Section 7.1 hereof, (vi) Contractual Obligations incurred with respect to restrictions described in clause (c) of this Section 7.11, restrictions contained in agreements governing Indebtedness permitted by Section 7.1(i) (as long as such restrictions apply to the ordinary course property financed thereby) and (k) hereof (as long as such restrictions apply only to the assets of business which include customary provisions restricting the assignment of any agreement relating theretoapplicable joint venture), (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in any restriction existing by reason of any holder of a Lien permitted by Section 7.2 restricting the ordinary course transfer of businessthe property subject thereto, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions restriction and conditions condition contained in any agreement relating to any the Disposition of Property any property not prohibited hereunderby Section 7.4 pending the consummation of such Disposition, (xix) any restriction in any agreement in effect at the time any Person a Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Restricted Subsidiary Subsidiary, (x) any restriction in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition and permitted pursuant to 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 of the Person so acquired, and (xi) any encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iv), (ix) or (x) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided further that this Section 7.11 shall not apply to encumbrances or restrictions pursuant to the ordinary course terms governing Indebtedness of businessany Foreign Subsidiary provided that such encumbrances or restrictions shall be limited to the assets of 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 Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary or (bc) make Investments in transfer any of its assets to the Borrower or any other Restricted 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 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 such 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement documents relating to any Disposition of Property not prohibited hereunderSecuritizations, (x) any agreement in effect at provided such restrictions only apply to 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 applicable Securitization Vehicle and (xi) restrictions on cash its assets or other deposits imposed by customers under contracts entered into in the ordinary course of businessSecuritization Assets.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real 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 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(z7.3(aa), (v) any customary 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions limiting the disposition or distribution of assets or property contained in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures, which limitation is applicable only to the assets that are the subject of such agreements, (viii) customary provisions in agreements entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 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 (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such its Equity Interests held by the Borrower or a Restricted Subsidiary held bySubsidiary, (b) make loans or advances or pay any Indebtedness or other obligation owed to, to the Borrower or any Restricted Subsidiary Guarantor or (bc) make Investments in transfer any of its assets to the Borrower or any Restricted SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of of: (i) any encumbrances or restrictions existing under the Loan Documents this Agreement and the Mezzanine other Loan Documents, ; (ii) any encumbrances or restrictions with respect to such 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 Capital Stock capital stock or assets of such Restricted Subsidiary, ; (iii) 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) encumbrances or restrictions under 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 agreement governing Capital Lease Obligations secured by Liens permitted by Sections 7.3(gSection 6.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be; (iv) and 7.3(z), encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Restatement Effective Date; (v) encumbrances or restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Restatement Effective Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions regarding licenses are not created in contemplation of or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case connection with such restriction shall relate only to such Intellectual Property), acquisition; (vi) Contractual Obligations incurred in any other instrument or agreement entered into after the ordinary course of business which include customary provisions restricting Restatement Effective Date that contains encumbrances and restrictions that, as determined by the assignment of any agreement relating theretoBorrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans; (vii) customary encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (viii) non-assignment provisions contained in joint venture agreements and other similar agreements applicable to joint ventures of any contract or lease entered into in the ordinary course of business; (ix) encumbrances or restrictions imposed under any agreement to sell assets, including Qualified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale; (viiix) encumbrances or restrictions relating to any Lien permitted under this Agreement imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (xi) encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property by the Borrower or any Restricted Subsidiary; (xii) customary provisions restricting in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the subletting transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or assignment of any lease governing a leasehold interest, similar Person; (ixxiii) customary restrictions and conditions contained in any agreement 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) encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business; (xiv) with respect to clause (c) only, any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (xv) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (xvi) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agreements, instruments or obligations referred to in this Section 6.09; provided that, as determined by the Borrower, such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans; and (xvii) encumbrances or restrictions imposed by the Senior Notes existing on the Restatement Effective Date.

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 Restricted Subsidiary such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or Guarantor, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted SubsidiaryGuarantor or (c) transfer any of its assets to the Borrower or any Guarantor, except except, in the case of each of clauses (a), (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Mezzanine Loan DocumentsVEBA Note Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to such Restricted Subsidiary a Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryGuarantor, (iii) customary net worth provisions contained any agreement or instrument governing Indebtedness assumed in Real Property leases entered into connection with the acquisition of assets by the Borrower and its Restricted Subsidiariesor any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, so long as which encumbrance or restriction is not applicable to any Person, or the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair properties or assets of any Person, other than the ability Person or the properties or assets of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsPerson so acquired, (iv) restrictions on the transfer of assets subject to 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 Lien permitted by Sections 7.3(g) and 7.3(z)Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable (in each case relating solely to the respective joint ventures venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any 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 Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition Indebtedness to the extent permitted by the provisions of Property not prohibited hereunderany Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (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 (xiix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any 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 Group Members and the Lender than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. Enter into or permit 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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Loan Party, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother Loan Party or (c) transfer any of its assets to the Borrower or any other Loan 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 Mezzanine 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) any restrictions with respect to such Restricted 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 of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 joint ventures (in which case such restriction restrictions shall relate only to assets of, or equity interests in, such Indebtedness and/or joint venture or any holding company which may hold the Capital Stock of such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(zjoint venture), (viii) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property intellectual property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Propertyintellectual property), ; (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ixiv) customary restrictions and conditions contained in any agreement agreements relating to the sale of all or a substantial part of the capital stock or assets of any Disposition of Property not prohibited Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (xv) any agreement with respect to restrictions described in effect at the time any Person becomes a Restricted Subsidiaryclause (a) of this Section 7.12, so restrictions contained in agreements governing Indebtedness permitted by Section 7.2(c) hereof; and (vi) with respect to restrictions described in clause (c) of this Section 7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(e) (as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary restrictions apply to the property financed thereby) and (xik) hereof (as long as such restrictions on cash or other deposits imposed by customers under contracts entered into in apply only to the ordinary course assets of businessthe applicable 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 Cedar Fair LP to (ai) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Cedar Fair LP or any Restricted Subsidiary Guarantor, (ii) make loans or advances to, or other Investments in, Cedar Fair LP or any Subsidiary Guarantor or (biii) make Investments in the Borrower transfer any of its assets to Cedar Fair LP or any Restricted SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, (iiB) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary permitted hereby, (iiiC) customary net worth provisions contained restrictions on transfer in Real Property leases entered into by connection with purchase money security interests and Capital Lease Obligations otherwise permitted under this Agreement (provided that such restrictions shall be limited to the Borrower assets that are the subject of such purchase money security interest or Capital Lease Obligation), (D) restrictions in Qualifying Senior Unsecured Debt and its Restricted Subsidiaries, Qualifying Senior Secured Debt so long as the Borrower has such restrictions are not more onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in good faith that by Cedar Fair LP) than the terms of this Agreement and (E) restrictions in the Existing Senior Notes and the Senior Notes and any Permitted Refinancing Indebtedness thereof so long as, in the case of any Permitted Refinancing Indebtedness, such net worth provisions would restrictions are not reasonably be expected more onerous, taken as a whole, to impair the ability of the Borrower Cedar Fair LP and its Restricted Subsidiaries to meet their ongoing obligations(as determined in good faith by Cedar Fair LP) than the terms of this Agreement, (iv) 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) the Existing Senior Notes or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the Senior Notes, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessapplicable.

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 Restricted Subsidiary such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or Guarantor, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted SubsidiaryGuarantor or (c) transfer any of its assets to the Borrower or any Guarantor, except except, in the case of each of clauses (a), (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Mezzanine Loan DocumentsVEBA Note Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to such Restricted Subsidiary a Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryGuarantor, (iii) customary net worth provisions contained any agreement or instrument governing Indebtedness assumed in Real Property leases entered into connection with the acquisition of assets by the Borrower and its Restricted Subsidiariesor any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, so long as which encumbrance or restriction is not applicable to any Person, or the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair properties or assets of any Person, other than the ability Person or the properties or assets of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsPerson so acquired, (iv) restrictions on the transfer of assets subject to 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 Lien permitted by Sections 7.3(g) and 7.3(z)Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable (in each case relating solely to the respective joint ventures venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any 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 Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition Indebtedness to the extent permitted by the provisions of Property not prohibited hereunderany Excluded Secured Indebtedness or Additional Secured Indebtedness, (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 (xiix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any 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 Group Members and the Lender than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and as in effect on the Mezzanine Loan Documentsdate hereof, (ii) any restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (viv) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted the Restrictive Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (viv) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (viivi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viiivii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ixviii) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan asset sale permitted by Section 7.4 or 7.5, (xix) 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 Subsidiary, (x) such restrictions in effect on the Closing Date and listed on Schedule 7.12, (xi) applicable law, (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness and (xiii) 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 amount of reasonable fees and expenses incurred, make whole payments and premiums paid in connection with the Indebtedness 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 Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine Loan Documents, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions restrictions contained in Real Property leases entered into by agreements governing Indebtedness of a Foreign Subsidiary permitted under Section 6.2(h) (provided, that (x) such restriction applies only to such Foreign Subsidiary and its Subsidiaries and (y) at no time shall the aggregate outstanding principal amount of such Indebtedness exceed $50,000,000), (iv) restrictions on property subject to a Permitted Lien in favor of the holder of such Lien, (v) restrictions contained in any Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the board of directors or senior management of the Borrower, are necessary to effect such Qualified Receivables Transaction, and (vi) the rights of shareholders of Subsidiaries (other than the Borrower and its Restricted Subsidiaries, so long as the Borrower has determined ) to receive dividends in good faith that such net worth provisions would not reasonably be expected to impair the ability respect of the Borrower and its Restricted Capital Stock of such Subsidiaries to meet their ongoing obligations, (iv) any restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case owned by 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements shareholders and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 rights of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed shareholders arising by customers under contracts entered into in the ordinary course operation of businesslaw.

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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary or 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, except for (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 and the Mezzanine 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 (xiz) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessapplicable only to Foreign Subsidiaries.

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 to (a) make Restricted Payments in respect of any 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 Restricted SubsidiarySubsidiary 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 Mezzanine Loan Documents, (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary, (iii) any restrictions set forth in the Senior Notes, Incremental Equivalent Term Debt, Refinancing Facility, any Junior Indebtedness or Convertible Bond Indebtedness so long as (x) the restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions in the Loan Documents 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 that such encumbrances and restrictions would not reasonably be expected to 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 which case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) restrictions and conditions existing on the Closing Date identified on Schedule 7.14 (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vi) restrictions or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses, sublicenses, cross-licensing, pooling and 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 such agreement or arrangement was not created in anticipation of such acquisition, (xi) 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 7.7), which limitation is applicable only to the assets that are the subject of such agreements, (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 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 its ongoing obligationspayment obligations hereunder or, (iv) any restrictions contained in agreements related to Indebtedness the case of any Non-Guarantor Subsidiary not prohibited Guarantor, its obligations under Section 7.2 the Guarantee and Collateral Agreement or (in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesxv) encumbrances or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower 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 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 obligationsSenior Subordinated Note Indenture, (iv) 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessClosing 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 Restricted Subsidiary of Cedar Fair LP to (ai) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Cedar Fair LP or any Restricted Subsidiary Guarantor, (ii) make loans or advances to, or other Investments in, Cedar Fair LP or any Subsidiary Guarantor or (biii) make Investments in the Borrower transfer any of its assets to Cedar Fair LP or any Restricted SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, (iiB) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary permitted hereby, (iiiC) customary net worth provisions contained restrictions on transfer in Real Property leases entered into by connection with purchase money security interests and Capital Lease Obligations otherwise permitted under this Agreement (provided that such restrictions shall be limited to the Borrower assets that are the subject of such purchase money security interest or Capital Lease Obligation), (D) restrictions in Qualifying Senior Unsecured Debt, Qualifying Senior Secured Debt and its Restricted Subsidiaries, Permitted Refinancing Indebtedness in respect of the foregoing so long as the Borrower has such restrictions are not more onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in good faith that by Cedar Fair LP) than the terms of this Agreement and (E) restrictions in the Existing Senior Notes and the Senior Notes and any Permitted Refinancing Indebtedness thereof so long as, in the case of any Permitted Refinancing Indebtedness, such net worth provisions would restrictions are not reasonably be expected more onerous, taken as a whole, to impair the ability of the Borrower Cedar Fair LP and its Restricted Subsidiaries to meet their ongoing obligations(as determined in good faith by Cedar Fair LP) than the terms of this Agreement, (iv) 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) the Existing Senior Notes or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the Senior Notes, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessapplicable.

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 Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or Group Member, (b) make loans or advances to, or other Investments in the Borrower in, any Group Member, or (c) transfer any Restricted Subsidiaryof its assets to any Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documentsor any Specified Swap Agreements, (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 Liens or Capital Lease Obligations otherwise expressly permitted hereby (in which case case, any such restriction prohibition or limitation shall relate only be effective against the assets subject to such Indebtedness and/or such Non-Guarantor Subsidiary Lien or Capital Lease Obligation), (iv) leases, licenses and its Restricted Subsidiaries) other agreements containing customary provisions prohibiting or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)limiting the transfer or assignment thereof, (v) 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)applicable law, (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretorights under contracts, (vii) customary provisions contained in joint venture agreements and any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending a sale of such Subsidiary permitted hereby, (viii) restrictions on cash or other similar agreements applicable to joint ventures deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, and (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course rights to dispose of businessassets subject to Liens 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 Borrowers to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, any of the Borrower Borrowers or any Restricted other Subsidiary or of the Borrowers, (b) make loans or advances to, or other Investments in in, any of the Borrower Borrowers or any Restricted Subsidiaryother Subsidiary of the Borrowers or (c) transfer any of its assets to any of the Borrowers or any other Subsidiary of the Borrowers, 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions restrictions contained in Real Property leases entered into by the Borrower agreements governing Indebtedness of a Foreign Subsidiary permitted under Section 6.2(h) (provided, that (x) such restriction applies only to such Foreign Subsidiary and its Restricted Subsidiaries, so long as Subsidiaries and (y) at no time shall the Borrower has determined in good faith that aggregate outstanding principal amount of such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsIndebtedness exceed $50,000,000), (iv) any restrictions contained on property subject to a Permitted Lien in agreements related to Indebtedness favor of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case the holder of 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(z)Lien, (v) restrictions contained in any restrictions regarding licenses Indebtedness or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the ordinary course good faith determination of business (in which case the board of directors or senior management of the Company, are necessary to effect such restriction shall relate only to such Intellectual Property)Qualified Receivables Transaction, and (vi) Contractual Obligations incurred the rights of shareholders of Subsidiaries (other than the Borrowers and their Subsidiaries) to receive dividends in respect of the ordinary course Capital Stock of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements such Subsidiaries owned by such shareholders and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 rights of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed shareholders arising by customers under contracts entered into in the ordinary course operation of businesslaw.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and or the Mezzanine Second Lien Loan DocumentsDocuments as in effect on the date hereof, (ii) any restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (viv) 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), (viv) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (viivi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viiivii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ixviii) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan asset sale permitted by Section 7.4 or 7.5, (xix) 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 Subsidiary, (x) such restrictions in effect on the Closing Date and listed on Schedule 7.12, (xi) applicable law, and (xixii) 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 Borrowers to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, any of the Borrower Borrowers or any Restricted other Subsidiary or of the Borrowers, (b) make loans or advances to, or other Investments in in, any of the Borrower Borrowers or any Restricted Subsidiaryother Subsidiary of the Borrowers or (c) transfer any of its assets to any of the Borrowers or any other Subsidiary of the Borrowers, 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions restrictions contained in Real Property leases entered into by the Borrower agreements governing Indebtedness of a Foreign Subsidiary permitted under Section 6.2(h) (provided, that (x) such restriction applies only to such Foreign Subsidiary and its Restricted Subsidiaries, so long as Subsidiaries and (y) at no time shall the Borrower has determined in good faith that aggregate outstanding principal amount of such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsIndebtedness affected by such restriction exceed $50,000,000), (iv) any restrictions contained on property subject to a Permitted Lien in agreements related to Indebtedness favor of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case the holder of 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(z)Lien, (v) restrictions contained in any restrictions regarding licenses Indebtedness or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the ordinary course good faith determination of business (in which case the board of directors or senior management of the Company, are necessary to effect such restriction shall relate only to such Intellectual Property)Qualified Receivables Transaction, and (vi) Contractual Obligations incurred the rights of shareholders of Subsidiaries (other than the Borrowers and their Subsidiaries) to receive dividends in respect of the ordinary course Capital Stock of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements such Subsidiaries owned by such shareholders and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 rights of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed shareholders arising by customers under contracts entered into in the ordinary course operation of businesslaw.

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 Cedar Fair LP to (ai) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Cedar Fair LP or any Restricted Subsidiary Guarantor, (ii) make loans or advances to, or other Investments in, Cedar Fair LP or any Subsidiary Guarantor or (biii) make Investments in the Borrower transfer any of its assets to Cedar Fair LP or any Restricted SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, (iiB) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary permitted hereby, (iiiC) customary net worth provisions contained restrictions on transfer in Real Property leases entered into by connection with purchase money security interests and Capital Lease Obligations otherwise permitted under this Agreement (provided that such restrictions shall be limited to the Borrower assets that are the subject of such purchase money security interest or Capital Lease Obligation), (D) restrictions in Qualifying Senior Unsecured Debt and its Restricted Subsidiaries, Qualifying Senior Secured Debt so long as the Borrower has such restrictions are not more onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in good faith that by Cedar Fair LP) than the terms of this Agreement and (E) restrictions in the Senior Notes and any Permitted Refinancing thereof so long as, in the case of any Permitted Refinancing, such net worth provisions would restrictions are not reasonably be expected more onerous, taken as a whole, to impair the ability of the Borrower Cedar Fair LP and its Restricted Subsidiaries to meet their ongoing obligations, (ivas determined in good faith by Cedar Fair LP) any restrictions contained in agreements related to Indebtedness than the terms 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) this Agreement or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessSenior Notes.

Clauses Restricting Subsidiary Distributions. Enter into or permit 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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine 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 such Restricted 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 Capital Stock or assets of such Restricted Subsidiary, (iiiBorrower) 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 agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case such restriction restrictions shall relate only to assets of, or equity interests in, 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(zjoint venture), (viii) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property intellectual property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Propertyintellectual property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ixiv) customary restrictions and conditions contained in any agreement agreements relating to the sale of all or a substantial part of the capital stock or assets of any Disposition of Property not prohibited Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (xv) any agreement with respect to restrictions described in effect at the time any Person becomes a Restricted Subsidiaryclause (a) of this Section 7.12, so restrictions contained in agreements governing Indebtedness permitted by Section 7.2(c) hereof and (vi) with respect to restrictions described in clause (c) of this Section 7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(e) hereof (as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary restrictions apply to the property financed thereby) and (xik) (as long as such restrictions on cash or other deposits imposed by customers under contracts entered into in apply only to the ordinary course assets of businessthe applicable 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 to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any Restricted Subsidiary or other Subsidiary, (b) make loans or advances to, or other Investments in the Borrower in, New Holdings or any Restricted other Subsidiary or (c) transfer any of its assets to New Holdings or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (or any agreement governing any Permitted Refinancing in respect of the Mezzanine Loan DocumentsTerm 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 such Restricted 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 Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, (iii) 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 obligationsapplicable law, (iv) any restrictions in effect on the Effective Date contained in the agreements related to governing the Indebtedness of in effect on the Effective Date and in any Non-Guarantor Subsidiary not prohibited under Section 7.2 (agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in which case such restriction shall relate only to such the agreements as in effect on the Effective Date governing the Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) being renewed, extended or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any restrictions regarding licenses or sublicenses by the Borrower and of its Restricted Subsidiaries of Intellectual Property Subsidiaries, in the ordinary course of business (in which each case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viiivi) customary provisions restricting in joint venture agreements and other similar agreements entered into in the subletting ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or assignment instruments governing the terms of any lease governing Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a leasehold interest, (ix) customary restrictions and conditions contained in any Subsidiary pursuant to an agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect at Capital Stock or Indebtedness incurred by such Subsidiary on or prior to the time any Person becomes a Restricted Subsidiary, so date on which such Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and Subsidiary, (xiix) restrictions any customary restriction on cash or other deposits imposed by customers under agreements entered into in the ordinary course of business or net worth provisions in leases 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 on deposits imposed under contracts entered into in the ordinary course of 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 under this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary to the extent permitted hereunder, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as documentation for the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ABL Credit Agreement or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness of (A) the 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 7.02 (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(z), (v) any restrictions regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of use) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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 or any Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Borrower, any Guarantor or any Restricted Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower, any Guarantor or any Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any Restricted SubsidiaryGuarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and or any agreement or instrument existing on the Mezzanine Loan DocumentsEffective Date, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases entered into restrictions (as determined 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 faith) on the ability subletting, assignment or transfer of the Borrower leases, licenses and its Restricted Subsidiaries to meet their ongoing obligationsother agreements, (iv) any restrictions contained of the nature referred to in clause (c) above under agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which case such restriction shall relate restrictions are 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(z)effective against the assets financed thereby, (v) restrictions in any restrictions regarding licenses agreements governing or sublicenses relating to Indebtedness incurred pursuant to Section 7.2 and/or secured by a Lien permitted pursuant to Section 7.3 (including, for the Borrower and its Restricted Subsidiaries avoidance of Intellectual Property doubt, in the ordinary course of business (in which case such restriction shall relate only any agreements governing or relating to such Intellectual Propertyany Permitted Refinancing), (vi) Contractual Obligations incurred restrictions that are assumed in connection with any Permitted Acquisition and/or any other Specified Investment so long as the ordinary course relevant restriction only applies to the relevant acquired Person(s) and/or property and was not created in anticipation of business which include customary provisions restricting the assignment of any agreement relating theretosuch acquisition, (vii) customary provisions contained restrictions (as determined by the Borrower in good faith) set forth in joint venture agreements agreements; provided, that such restrictions apply only to such joint venture or the Capital Stock thereof, (viii) restrictions 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 similar agreements applicable to joint ventures deposits under customer or supplier contracts entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary net worth restrictions (as determined by the Borrower in good faith) imposed in lease agreements entered into in the ordinary course of business to the extent that such net worth restrictions would have the effect of limiting the ability of any Subsidiary to make Restricted Payments and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement customary subordination and/or subrogation provisions (as determined by the Borrower in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into good faith) set forth in contemplation of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed by customers under contracts performance guarantees 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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 of: (i) any restrictions existing under (x) the Loan Documents and (y) the Mezzanine Loan Documents, Senior Note Documents and any Permitted Refinancing thereof, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, , (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, agreement governing any Junior Indebtedness so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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, Loan Documents, (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition), (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof, (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, 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 such agreement or arrangement was not created in anticipation of such acquisition; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 8.4 or the sale of Property not prohibited hereunder, any property permitted under Section 8.5 pending the consummation of such transaction or sale; (xxiii) any agreement in effect at the time any Person such Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary and of the Borrower; (xixiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; or (xv) any encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (x), (xiii) or (xiv) of this Section; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by the ordinary course Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of businessthe Borrower); or (xvi) prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility.

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 (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine Loan Documents, (ii) any restrictions with respect to such Restricted 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 Capital Stock or assets of such Restricted SubsidiarySubsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12, (iii) customary net worth provisions restrictions which are not more restrictive than those contained in Real Property leases entered into by this Agreement contained in any documents governing any Indebtedness incurred in accordance with 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 obligationsthis Agreement, (iv) 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement documents relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in to the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property extent that such joint ventures are not prohibited hereunder, (xv) any agreement in effect at the time any a Person becomes became a Restricted SubsidiarySubsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (x) such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary Investment and (xiy) such encumbrance or restriction applies only to such Person and assets, and (vi) with respect to the restrictions in clause (c), (x) restrictions on cash or other deposits conditions imposed by customers under any agreement relating to secured debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such debt, and (y) customary provisions in leases, licenses or contracts entered into in restricting assignability or subleasing prohibit the ordinary course granting of businessLiens on the rights 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 any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as documentation for the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability Term Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness of (A) the 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 7.02 (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(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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. (a) 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 (ai) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (bii) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother Subsidiary of the Borrower or (iii) 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 (iA) any restrictions imposed by law or existing under the Loan Documents Documents, the Notes Indentures and the Mezzanine Loan Additional Senior Subordinated Debt Documents or Additional Senior Unsecured Debt Documents, (iiB) any restrictions in effect on the Original Closing Date and set forth on Schedule 8.15 hereto, (C) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iiiD) customary net worth provisions restrictions contained in Real Property leases entered into by the Borrower documents evidencing Permitted Holdings Debt, Non-Cash Pay Holdings Debt and Non-Cash Pay Preferred Stock, (E) customary restrictions contained in any documents relating to any Securitizations; provided such restrictions only apply to the applicable Securitization Vehicle and its Restricted Subsidiariesassets, (F) any restrictions imposed by any agreement relating to secured Indebtedness permitted by Sections 8.2 and 8.3, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected restrictions under this clause (F) apply only to impair the ability of the Borrower collateral on which a Lien is permitted with respect thereto pursuant to Section 8.3 and its Restricted Subsidiaries to meet their ongoing obligations, (ivG) 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 the Merger Agreement and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z), (v) any customary 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting documents evidencing any Permitted Acquisition or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessHoldings Permitted Acquisition.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth 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 obligationsdocumentation for any Junior Indebtedness or any Permitted Amendment or Refinancing thereof, (iv) any restrictions contained in agreements related to Indebtedness of (A) the 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 7.02 (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(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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 any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the any Borrower or any Restricted Subsidiary or (b) make Investments in the any Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted SubsidiariesSenior Note Indenture, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair Senior Subordinated Note Indenture, the ability documentation for the Term Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower 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 its Restricted Subsidiaries to meet their ongoing obligationsthe Senior Subordinated Note Indenture, (iv) any restrictions contained in agreements related to Indebtedness 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 7.02 (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(z), (v) any restrictions regarding licenses or sublicenses by the Borrower Borrowers and its their respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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 permit to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Loan Party, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother Loan Party or (c) transfer any of its assets to the Borrower or any other Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, any agreements governing Indebtedness permitted by Section 7.2(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 Mezzanine Loan Documentsequivalent 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) any restrictions with respect to such Restricted 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 of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 joint ventures (in which case such restriction restrictions shall relate only to assets of, or equity interests in, such Indebtedness and/or joint venture or any holding company which may hold the Capital Stock of such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(zjoint venture), (viii) 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) restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the capital stock or assets to be sold and such sale is permitted hereunder, (v) with respect to restrictions described in clause (a) of this Section 7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2 hereof, (vi) Contractual Obligations incurred with respect to restrictions described in clause (c) of this Section 7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(i) (as long as such restrictions apply to the ordinary course property financed thereby) and (k) hereof (as long as such restrictions apply only to the assets of business which include customary provisions restricting the assignment of any agreement relating theretoapplicable joint venture), (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in any restriction existing by reason of any holder of a Lien permitted by Section 7.3 restricting the ordinary course transfer of businessthe property subject thereto, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions restriction and conditions condition contained in any agreement relating to any the Disposition of Property any property not prohibited hereunderby Section 7.5 pending the consummation of such Disposition, (xix) any restriction in any agreement in effect at the time any Person a Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Restricted Subsidiary Subsidiary, (x) any restriction in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition and permitted pursuant to Section 7.2(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 of the Person so acquired, and (xi) any encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iv), (ix) or (x) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided further that this Section 7.12 shall not apply to encumbrances or restrictions pursuant to the ordinary course terms governing Indebtedness of businessany Foreign Subsidiary provided that such encumbrances or restrictions shall be limited to the assets of 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 Restricted Subsidiary of Cedar Fair LP to (ai) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Cedar Fair LP or any Restricted Subsidiary Guarantor, (ii) make loans or advances to, or other Investments in, Cedar Fair LP or any Subsidiary Guarantor or (biii) make Investments in the Borrower transfer any of its assets to Cedar Fair LP or any Restricted SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, (iiB) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary permitted hereby, (iiiC) customary net worth provisions contained restrictions on transfer in Real Property leases entered into by connection with purchase money security interests and Capital Lease Obligations otherwise permitted under this Agreement (provided that such restrictions shall be limited to the Borrower assets that are the subject of such purchase money security interest or Capital Lease Obligation), (D) restrictions in Qualifying Senior Unsecured Debt and its Restricted Subsidiaries, Qualifying Senior Secured Debt so long as the Borrower has such restrictions are not more onerous, taken as a whole, to Cedar Fair LP and its Subsidiaries (as determined in good faith that by Cedar Fair LP) than the terms of this Agreement and (E) restrictions in the Existing Senior 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 net worth provisions would restrictions are not reasonably be expected more onerous, taken as a whole, to impair the ability of the Borrower Cedar Fair LP and its Restricted Subsidiaries to meet their ongoing obligations(as determined in good faith by Cedar Fair LP) than the terms of this Agreement, (iv) 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) the Existing Senior Notes or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the Senior Notes, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessapplicable.

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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 of: (i) any restrictions existing under (x) the Loan Documents and (y) the Mezzanine Loan Documents, Senior Note Documents and any Permitted Refinancing thereof, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, , (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, agreement governing any Junior Indebtedness so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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, Loan Documents, (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition), (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof, (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, 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 such agreement or arrangement was not created in anticipation of such acquisition, (xi) Requirements of Law, (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 8.4 or the sale of Property not prohibited hereunder, any property permitted under Section 8.5 pending the consummation of such transaction or sale, (xxiii) any agreement in effect at the time any Person such Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary and of the Borrower, (xixiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired, (xv) any encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (x), (xiii) or (xiv) of this Section; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by the ordinary course Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of businessthe Borrower), or (xvi) prohibitions, restrictions and conditions contained in agreements relating to a Permitted Receivables Facility.

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 to (a) make Restricted Dividend Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Subsidiary, (b) make loans or advances to, or other Investments in the in, Borrower or any Restricted other Subsidiary or (c) transfer any of its assets to Borrower or any other 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of (A) the Capital Stock Equity Interests of such Subsidiary held by the Borrower or any of its Subsidiaries or (B) the assets of such Restricted Subsidiary, ; (iii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect at the time any Person becomes a Restricted SubsidiarySubsidiary of Borrower, so long as provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Borrower; (iv) restrictions on transfer contained in agreements or other instruments governing Financing Leases and/or Purchase Money Indebtedness permitted to be incurred pursuant to Section 6.01 (f) solely to the extent such restrictions relate to the transfer of the Property financed by any such Financing Leases or Purchase Money Indebtedness; (v) agreements or other instruments governing Indebtedness permitted to be outstanding pursuant to Section 6.01(j); provided that with respect to Refinancing Indebtedness referred to in such clause (j), the provisions thereof are no more restrictive, taken as a whole, then those contained in the agreements or other instruments governing such refinanced Indebtedness; and (xivi) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords 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 Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any Restricted other Subsidiary or of the Company, (b) make loans or advances to, or other Investments in in, the Borrower Company or any Restricted Subsidiaryother Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases entered into such encumbrances or restrictions required 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 obligationsapplicable law, (iv) any such encumbrances or restrictions contained consisting of customary non-assignment provisions in agreements related leases, subleases, licenses and sublicenses governing leasehold interests, licenses or sublicenses to Indebtedness the extent such provisions restrict the transfer 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) the lease, subleases, license, sublicenses or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the property leased, subleased, licensed or sublicensed thereunder, (v) any such encumbrances or restrictions regarding licenses with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or sublicenses by restrictions are customary in agreements of such type or are of the Borrower type existing under the agreements listed on Schedule 6.13 and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only apply to such Intellectual Property)Foreign Subsidiary subject thereto and such Foreign Subsidiary's Wholly Owned Subsidiaries, (vi) Contractual Obligations incurred restrictions under the Term Loan Facility (which restrictions covered by this Section shall not be materially more restrictive than this Agreement) or the European Facility 115 (which restrictions shall only apply to the Subsidiaries which participate in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoEuropean Facility), (vii) customary provisions contained in restrictions under joint venture agreements and or other similar agreements applicable to joint ventures entered into in the ordinary course of businessbusiness in connection with Joint Ventures, (viii) customary provisions restricting the subletting or assignment of restrictions on any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect Person existing at the time any such Person becomes a Restricted Subsidiary, Subsidiary after the date hereof so long as such agreement was not entered into in contemplation of prohibitions or limitations are only with respect to such Person becoming a Restricted Subsidiary Subsidiary, and (xiix) restrictions on cash or other deposits imposed by customers applicable to the TMD Entities under contracts entered into in the ordinary course of businesstheir organizational documents.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary to the extent permitted hereunder, (iii) customary net worth provisions contained any restrictions set forth 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 documentation for any Senior Credit Agreement or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness of (A) the 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 7.02 (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(z), (v) any restrictions regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of use) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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 any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary of its Subsidiaries or (b) make Investments in the Borrower or any Restricted Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of or consisting of: (i) this Agreement or any restrictions existing under the Loan Documents and the Mezzanine other Loan Documents, or any other agreement entered into pursuant to any of the foregoing; (ii) any 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 with in respect to such Restricted of a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ; (iii) 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 its ongoing obligationspayment obligations hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement; (iv) 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(z), effect on the Petition Date; (v) any restrictions regarding licenses licenses, sublicenses, cross-licensing or sublicenses pooling by the Borrower and its Restricted Subsidiaries of of, or similar arrangements with respect to, Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), ; (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoassignment, transfer or pledge thereof; (vii) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, and other non-wholly owned entities not prohibited by this Agreement; (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, ; (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property Property, leases, subleases, licenses and similar agreements not prohibited hereunder, ; (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.a party to such merger;

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 that is not a Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any other Restricted SubsidiarySubsidiary 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 of: (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, ; (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary, Subsidiary as permitted by Section 7.4; (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, Convertible Notes Documents or any agreement governing Junior Indebtedness so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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, Loan Documents; (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby); (v) restrictions and conditions existing on the date hereof identified on Schedule 7.11 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition); (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien; (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof; (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, permitted hereunder and applicable solely to such joint venture; (ix) any agreement or arrangement already binding on a Person when it becomes a Restricted Subsidiary so long as such agreement or arrangement was not created in anticipation of such acquisition; (x) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 7.1; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 7.3 or the sale of Property not prohibited hereunder, any property permitted under Section 7.4 pending the consummation of such transaction or sale; (xxiii) any agreement instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; (xiv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in this Section 7.11; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect at prior to such amendment or refinancing (as determined in good faith and certified in writing to the time any Person becomes Administrative Agent by a Restricted Subsidiary, so long as such agreement was not entered into in contemplation Responsible Officer of such Person becoming a Restricted Subsidiary and the Borrower); or (xixv) restrictions imposed on cash or other deposits imposed by customers any Permitted Joint Venture under contracts entered into in the ordinary course terms of businessany Non-Recourse Indebtedness.

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 Restricted Subsidiary of the Borrower to (a) make Restricted Payments to the Borrower or its Subsidiaries in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 and the Mezzanine 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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, (ivivv) any restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited governing a Disposition permitted under Section 7.2 (in which case 7.5, provided that such restriction shall relate only relates solely 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(z)property to be disposed of, (vvvi) any restrictions regarding licenses or sublicenses by in existence at 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment time of any agreement relating theretoacquisition consummated in accordance with Section 7.8(i) (and any renewal, modification or amendment thereof), (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures restricting assignment of any agreement entered into in the ordinary course of business, (viii) customary provisions restricting in joint venture agreements or similar agreements or the subletting or assignment organizational documents of any lease governing a leasehold interestSubsidiaries that are not Wholly Owned Subsidiaries, (ixviiiix) customary any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted hereby and (ixx) any restrictions and conditions under Indebtedness permitted to be incurred hereunder (or any permitted refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension thereof), to the extent such restrictions either are not materially adverse to the Lenders or are not materially more restrictive, taken as a whole, than the restrictions contained in any agreement 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 on cash Loan Documents or other deposits imposed by customers under contracts entered into in the ordinary course of businessIndebtedness being refinancing, replace, modified, repaid, redeemed, refunded, renewed or extended, in each case as determined by the Borrower in good faith.

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 Restricted such Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any Restricted Subsidiary or other Subsidiary, (b) make Investments in transfer any of its assets to the Borrower Company or any Restricted other 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 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iii) 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 agreement or instrument governing Indebtedness assumed in agreements related 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 Indebtedness any Person, or the properties or assets 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) Person, other than the Person or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the properties or assets of the Person so acquired, (v) restrictions on the transfer of assets subject to any restrictions regarding licenses or sublicenses Lien permitted by Section 6.3 imposed by the Borrower and its Restricted Subsidiaries holder of Intellectual Property in such Lien or on the ordinary course transfer of business (in which case assets subject to a Disposition permitted by Section 6.6 imposed by the acquirer of such restriction shall relate only to such Intellectual Property)assets, (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable (in each case relating solely to the respective joint ventures entered into venture or similar entity or the equity interests therein), (vii) restrictions contained in the ordinary course terms of businessany 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 property financed with such Indebtedness, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (ix) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (x) any restrictions under the Existing Credit Agreement Documents, any Replacement Facility Documents or any documentation governing any Permitted Additional First Lien Debt, in each case that are not more restrictive than the restrictions under this Agreement (without giving effect to the provisions of Section 1.5) or (xi) any 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 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 encumbrances or restrictions contained in the documentation governing any Indebtedness permitted by clause (l) 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 Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine Loan Documents, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases entered into such encumbrances or restrictions required 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 obligationsapplicable law, (iv) any such encumbrances or restrictions contained consisting of customary non-assignment provisions in agreements related leases, subleases, licenses and sublicenses governing leasehold interests, licenses or sublicenses to Indebtedness the extent such provisions restrict the transfer 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) the lease, subleases, license, sublicenses or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the property leased, subleased, licensed or sublicensed thereunder, (v) any such encumbrances or restrictions regarding licenses with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or sublicenses by restrictions are customary in agreements of such type or are of the Borrower type existing under the agreements listed on Schedule 6.13 and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only apply to such Intellectual Property)Foreign Subsidiary subject thereto and such Foreign Subsidiary's Wholly Owned Subsidiaries, (vi) Contractual Obligations incurred restrictions under the ABL Financing (which restrictions covered by this Section shall not be materially more restrictive than this Agreement) or the European Financing (which restrictions shall only apply to the Securitization Subsidiary and the Foreign Subsidiaries which participate in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoEuropean Financing), (vii) customary provisions contained in restrictions under joint venture agreements and or other similar agreements applicable to joint ventures entered into in the ordinary course of businessbusiness in connection with Joint Ventures, (viii) customary provisions restricting the subletting or assignment of restrictions on any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect Person existing at the time any such Person becomes a Restricted Subsidiary, Subsidiary after the Closing Date so long as such agreement was not entered into in contemplation of prohibitions or limitations are only with respect to such Person becoming a Restricted Subsidiary Subsidiary, and (xiix) restrictions on cash or other deposits imposed by customers applicable to the TMD Entities under contracts entered into in the ordinary course of businesstheir organizational documents.

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 to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, 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 Subsidiary, (ii) are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures or non-Wholly Owned Subsidiaries permitted under Section 7.8 and applicable solely to such Joint Venture or non-Wholly Owned Subsidiaries 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, except for (v) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business) and (vii) are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement and (y) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, or (ii) any restrictions with respect to such 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 Capital Stock or any assets of such Restricted Subsidiary, (iii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 Documents and under the Mezzanine Loan DocumentsIntercreditor Agreement and any Other Intercreditor Agreement, (ii) any encumbrances or restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 obligationspayment obligations hereunder, (iv) any encumbrances or restrictions contained in agreements related to Indebtedness permitted 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 (A) the encumbrances and restrictions contained in any Non-Guarantor Subsidiary such agreement or instrument taken as a whole are not prohibited under Section 7.2 materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesgood faith by the Borrower) or Indebtedness secured (B) 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 Liens permitted by Sections 7.3(gthe Borrower) and 7.3(z)the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of businessnot prohibited by this Agreement, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 Subsidiary, (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness and (xii) encumbrances or restrictions imposed by applicable law.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary to the extent permitted hereunder, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiariesdocumentation for any Junior Indebtedness, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ABL Credit Agreement or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness of (A) the 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 7.02 (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(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the First Amendment Effective Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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 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 Restricted Subsidiary such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary Guarantor held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Guarantor, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother Guarantor or (c) transfer any of its assets to the Borrower or any other Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and or the Mezzanine Loan DocumentsFirst Lien Prepetition Facilities, (ii) any restrictions with respect to such Restricted Subsidiary a Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiaryGuarantor, (iii) customary net worth provisions contained any agreement or instrument governing Indebtedness assumed in Real Property leases entered into connection with the acquisition of assets by the Borrower and its Restricted Subsidiariesor any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, so long as which encumbrance or restriction is not applicable to any Person, or the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair properties or assets of any Person, other than the ability Person or the properties or assets of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsPerson so acquired, (iv) restrictions on the transfer of assets subject to 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 Lien permitted by Sections 7.3(g) and 7.3(z)Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable (in each case relating solely to the respective joint ventures venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (viiivi) customary provisions restricting restrictions contained in the subletting or assignment terms of any lease agreements governing a leasehold interestpurchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the property financed with such Indebtedness, (ix) customary restrictions and conditions contained in any agreement 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 (xivii) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, or (viii) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices.

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 Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay repay or prepay any Indebtedness owed toto or by, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine Loan Documents, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iiiii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting on the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements leases and other similar agreements applicable to joint ventures licenses entered into in the ordinary course of business, (viiiiii) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (iv) restrictions which are not more restrictive than those contained in this Agreement with respect to Subsidiaries of the Borrower that are contained in any documents governing any Indebtedness Incurred after the Closing Date in accordance with the provisions of this Agreement, (v) customary provisions restricting the subletting subletting, encumbering or assignment of any lease governing a leasehold interestinterest of a Group Member, (ixvi) customary restrictions and conditions contained in any agreement relating to the sale of any Disposition property permitted under Section 6.5 pending the consummation of Property not prohibited hereundersuch sale, (xvii) any agreement in effect at the time any a Person becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (viii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (xic) above, restrictions on cash in such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other deposits imposed by customers under contracts entered into in entity, or (ix) the ordinary course of businessdocuments described on Schedule 6.14.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 Documents and under the Mezzanine Loan DocumentsIntercreditor Agreement and any Other Intercreditor Agreement, (ii) any encumbrances or restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 obligationspayment obligations hereunder, (iv) any encumbrances or restrictions contained in agreements related to Indebtedness permitted 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 Non-Guarantor Subsidiary such agreement or instrument taken as a whole are not prohibited under Section 7.2 materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesgood faith by the Borrower) or Indebtedness secured (ii) 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 Liens permitted by Sections 7.3(gthe Borrower) and 7.3(z)the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of businessnot prohibited by this Agreement, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 Subsidiary, (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.business and (xii) encumbrances or restrictions 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 financial covenant set forth in Section 7.1 as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 and 122 [[6103614]]

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 Restricted such Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any Restricted Subsidiary or other Subsidiary, (b) make Investments in transfer any of its assets to the Borrower Company or any Restricted other 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 Credit Documents, (ii) any restrictions existing under the Senior Second Lien Notes Documents as in effect on the date hereof and 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, (iii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iii) 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 agreement or instrument governing Indebtedness assumed in agreements related 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 Indebtedness any Person, or the properties or assets 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) Person, other than the Person or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the properties or assets of the Person so acquired, (v) restrictions on the transfer of assets subject to any restrictions regarding licenses or sublicenses Lien permitted by Section 6.3 imposed by the Borrower and its Restricted Subsidiaries holder of Intellectual Property in such Lien or on the ordinary course transfer of business (in which case assets subject to a Disposition permitted by Section 6.6 imposed by the acquirer of such restriction shall relate only to such Intellectual Property)assets, (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable (in each case relating solely to the respective joint ventures entered into venture or similar entity or the equity interests therein), (vii) restrictions contained in the ordinary course terms of businessany 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 property financed with such Indebtedness, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (ix) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness 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 (xi) any 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 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 encumbrances or restrictions contained in the documentation governing any Indebtedness permitted by clause (l) of the definition of Permitted Indebtedness, this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Mezzanine First Lien Loan Documents, (ii) any restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower documentation for any Permitted Indebtedness 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 obligationsSecond Lien Loan Documents, (iv) 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 Subsidiary, (xi) such restrictions in effect on the Closing Date and listed on Schedule 7.13, (xii) applicable law, and (xixiii) 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 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 Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, the Mezzanine Loan DocumentsBridge Credit Agreement and/or the Senior Unsecured Debt Agreement, (ii) (x) existing on the Closing 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 such Restricted 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 Capital Stock or assets of such Restricted Subsidiary, (iiiiv) leases or other agreements that are customary net worth provisions contained in Real Property leases entered into by and restrict the Borrower and its assignment (or subletting) thereof or relate only to the assets subject thereto, (v) (x) any restrictions that are binding on a Restricted SubsidiariesSubsidiary at the time such Subsidiary is acquired, so long as the Borrower has determined such restrictions were not entered into solely in good faith that contemplation of such net worth provisions would not reasonably be expected to impair the ability of the Borrower Subsidiary becoming a Subsidiary and its Restricted Subsidiaries to meet their ongoing obligations, (ivy) any restrictions contained in agreements related to Indebtedness renewal or extension of a restriction or condition permitted by clause (v)(x) or any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case agreement evidencing 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(z), (v) condition or any restrictions regarding licenses amendment or sublicenses by modification thereof that does not materially expand the Borrower and its Restricted Subsidiaries scope of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property)or condition, (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoto 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 joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interestother similar arrangements permitted hereunder, (ix) customary restrictions agreements governing 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 conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderproceeds thereof), (x) any agreement in effect at provisions requiring the time granting of a Lien to any Person becomes on any Collateral if a Restricted SubsidiaryLien 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 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 7.3 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 agreement was provisions could not entered into in contemplation reasonably be expected to impair the ability of such Person becoming a Restricted Subsidiary the Borrower and (xi) restrictions on cash or the other deposits imposed by customers under contracts entered into in Loan Parties to satisfy the ordinary course of businessObligations .

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 that is not a Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any other Restricted SubsidiarySubsidiary 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 of: (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, ; (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary, ; (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower First Lien Loan Documents (subject to the Intercreditor Agreement) and its Restricted Subsidiaries, in the agreement governing any Junior Indebtedness so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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, Loan Documents; (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby); (v) restrictions and conditions existing on the date hereof identified on Schedule 7.13 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition); (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien; (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof; (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, 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 7.1; (x) any agreement or arrangement already binding on a Person when it becomes a Restricted Subsidiary so long as such agreement or arrangement was not created in anticipation of such acquisition; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 7.3 or the sale of Property not prohibited hereunder, any property permitted under Section 7.4 pending the consummation of such transaction or sale; (xxiii) any agreement instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; or (xiv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in this Section 7.13; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect at prior to such amendment or refinancing (as determined in good faith and certified in writing to the time any Person becomes Administrative Agent by a Restricted Subsidiary, so long as such agreement was not entered into in contemplation Responsible Officer of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessBorrower).

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary to the extent permitted hereunder, (iii) customary net worth provisions contained any restrictions set forth 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 documentation for any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness of (A) the 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 7.02 (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(z), (v) any restrictions regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of use) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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 any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock Equity Interests or assets of such Restricted SubsidiarySubsidiary to the extent permitted hereunder, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as documentation for the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability Term Facility or any Junior DB1/ 120677560.3 Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness of (A) the 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 7.02 (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(z), (v) any restrictions regarding non-exclusive licenses (or exclusive licenses within a specific or defined field of use) or sublicenses by the Borrower and its respective Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan 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 in effect on the Closing Date and listed on Schedule 7.16, (xii) negative pledges and restrictions on cash 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 other deposits 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 customers under contracts entered into 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 ordinary course good faith judgment of businessthe 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 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 Restricted such Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any Restricted Subsidiary or other Subsidiary, (b) make Investments in transfer any of its assets to the Borrower Company or any Restricted other 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 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iii) 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 agreement or instrument governing Indebtedness assumed in agreements related 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 Indebtedness any Person, or the properties or assets 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) Person, other than the Person or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the properties or assets of the Person so acquired, (v) restrictions on the transfer of assets subject to any restrictions regarding licenses or sublicenses Lien permitted by Section 6.3 imposed by the Borrower and its Restricted Subsidiaries holder of Intellectual Property in such Lien or on the ordinary course transfer of business (in which case assets subject to a Disposition permitted by Section 6.6 imposed by the acquirer of such restriction shall relate only to such Intellectual Property)assets, (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable (in each case relating solely to the respective joint ventures entered into venture or similar entity or the equity interests therein), (vii) restrictions contained in the ordinary course terms of businessany 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 property financed with such Indebtedness, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (ix) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness 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 (xi) any 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 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 encumbrances or restrictions contained in the documentation governing any Indebtedness permitted by clause (l) 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 to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any other Restricted SubsidiarySubsidiary 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 and or the Mezzanine Loan Documents, Overnight Facility (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted SubsidiariesSenior Notes, Incremental Equivalent Debt, Replacement Facility or any Junior Indebtedness so long as the Borrower has determined restrictions set forth therein are not, taken as a whole, materially more restrictive than the corresponding provisions 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 obligationsLoan Documents, (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case such restriction case, any prohibition or limitation 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(zbe effective against the assets financed thereby), (v) restrictions and conditions existing on the Closing Date identified on Schedule 8.14 (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vi) restrictions regarding or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretothereof, (viiviii) customary provisions contained 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 8.2, (x) 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, (xi) 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 8.7), which limitation is applicable only to the assets that are the subject of such agreements, (xii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (viiixiii) customary provisions restricting pursuant to applicable Law, rule, regulation or order or the subletting or assignment terms of any lease governing a leasehold interestlicense, authorization, concession or permit or (ix) customary restrictions and conditions contained in any agreement 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 (xixiv) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. (a) Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of any Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay repay or prepay any Indebtedness owed toto or by, the such Borrower or any Restricted other Subsidiary or of such Borrower, (b) make loans or advances to, or other Investments in the in, such Borrower or any Restricted Subsidiaryother Subsidiary of such Borrower or (c) transfer any of its assets to such Borrower or any other Subsidiary of such Borrower, 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting on the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements leases and other similar agreements applicable to joint ventures licenses entered into in the ordinary course of business, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) restrictions imposed by law, (vi) restrictions imposed by the Unsecured Notes Documents, (vii) 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, and (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into the Non-Recourse CLP Financing Indebtedness or any Standard Securitization Undertaking, in each case in connection with a Non-Recourse CLP Financing, provided such restrictions apply only to the ordinary course of businessSPEs and CLP Assets owned by the SPEs.

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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 of: (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documentsany Permitted Refinancing thereof, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiariesagreement governing any Indebtedness incurred under Section 8.2(j), so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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 obligationsLoan Documents, (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens, Capital Lease Obligations or the Permitted Sale Leaseback otherwise permitted hereby (in which case such restriction case, any prohibition or limitation 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(zbe effective against the assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any amendment or modification expanding the scope or duration of any such restriction or condition), (vi) restrictions regarding or conditions imposed by any agreement relating to Liens permitted by this Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretothereof, (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interestpermitted hereunder and applicable solely to such joint venture, (ix) customary restrictions and conditions contained in any agreement relating of a Foreign Subsidiary governing Indebtedness permitted to any Disposition of Property not prohibited hereunderbe incurred or permitted to exist under Section 8.2, (x) any agreement in effect at the time any Person becomes or arrangement already binding on a Restricted Subsidiary, Subsidiary when it is acquired so long as such agreement or arrangement was not entered into created in contemplation anticipation of such Person becoming a Restricted Subsidiary and acquisition, (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course Requirements of business.Law, 92

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any of its Restricted Subsidiary Subsidiaries or (b) make Investments in the Borrower or any of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of or consisting of: (i) this Agreement or any restrictions existing under the other Loan Documents and under any Intercreditor Agreement, or any other agreement entered into pursuant to any of the Mezzanine Loan Documents, foregoing; (ii) any 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 with in respect to such of 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 Capital Stock or assets of such Restricted Subsidiary, ; (iii) 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 its ongoing obligationspayment obligations hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement; (iv) any restrictions contained in agreements related to Indebtedness permitted by this Agreement (including indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoing) to the extent that (x) the encumbrances and restrictions contained in any Non-Guarantor Subsidiary such agreement or instrument taken as a whole are not prohibited under Section 7.2 materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesgood faith by the Borrower) or Indebtedness secured (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 Liens permitted by Sections 7.3(gthe Borrower) and 7.3(z), the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (v) any restrictions regarding licenses licenses, sublicenses, cross-licensing or sublicenses pooling by the Borrower and its Restricted Subsidiaries of of, or similar arrangements with respect to, Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), ; (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoassignment, transfer or pledge thereof; (vii) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, and other non-wholly owned entities not prohibited by this Agreement; (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, ; (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property Property, leases, subleases, licenses and similar agreements not prohibited hereunder, ; (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and or a party to such merger; (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xii) encumbrances or restrictions imposed by applicable law, regulation or customary license requirements; (xiii) restrictions and conditions contained in the documentation governing the Existing Notes Financing; (xiv) any agreement in effect on the Effective Date and described on Schedule 7.13 to the 2016 Term Loan Agreement; (xv) restrictions or conditions imposed by any obligations secured by Liens permitted pursuant to Section 7.3 (other than obligations in respect of Indebtedness), if such restrictions or conditions apply only to the property or assets securing such obligations and such encumbrances and restrictions are customary for similar obligations 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 that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (xvi) the ABL Documents and the 2016 Term Loan Documents; (xvii) restrictions created in connection with any Receivables Facility solely applicable to the Receivables and Related Assets and the Receivables Subsidiary subject thereto; (xviii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and (xix) the foregoing shall not apply to any restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or other obligations referred to in clauses (i) through (xviii) above, provided, that the restrictions and conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in good faith judgment of the Borrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the applicable contract, instrument or other obligation.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 Documents and under the Mezzanine Loan DocumentsIntercreditor Agreement and any Other Intercreditor Agreement, (ii) any encumbrances or restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 obligationspayment obligations hereunder, (iv) any encumbrances or restrictions contained in agreements related to Indebtedness permitted 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 Non-Guarantor Subsidiary such agreement or instrument taken as a whole are not prohibited under Section 7.2 materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesgood faith by the Borrower) or Indebtedness secured (ii) 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 Liens permitted by Sections 7.3(gthe Borrower) and 7.3(z)the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of businessnot prohibited by this Agreement, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 Subsidiary, (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness and (xii) encumbrances or restrictions imposed by applicable law.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of businessnot prohibited by this Agreement, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted SubsidiariesSenior Note Indenture, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair Senior Subordinated Note Indenture, the ability documentation for the ABL Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower foregoing; provided that, in the case of any Permitted Amendment or Refinancing of the Senior Notes or the Senior Subordinated Notes or Junior 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 its Restricted Subsidiaries to meet their ongoing obligationsthe Senior Subordinated Note Indenture, (iv) any restrictions contained in agreements related to Indebtedness of any (A) the 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 (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(zany other Non-Guarantor Subsidiary), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto or imposing restrictions on cash or other deposits with respect thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease or sublease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any a Disposition of Property not prohibited hereunderpermitted 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 Subsidiary, (xi) such restrictions in effect on the Closing 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) restrictions on cash above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or other deposits imposed by customers under contracts entered into refinancings are, in the ordinary course good faith judgment of businessthe 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 any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or or (b) make Investments in the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions on Investments existing under the Loan Documents and the Mezzanine Loan Second Lien Documents or under the documentation governing Indebtedness permitted to be incurred under Section 7.2(t) provided such restrictions are not more restrictive, taken as a whole, than those contained in the Second Lien Documents, ; (ii) any restrictions with respect to 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 Capital Stock or assets of such Restricted Subsidiary, ; (iii) 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 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); (v) 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; (vi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (vii) restrictions contained in agreements related to secured Indebtedness permitted pursuant to Sections 7.2(c), 7.2(j) or 7.2(s) to the extent that such restrictions apply only to the property or assets securing such Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z), or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness; (vviii) 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), ; (viix) customary provisions in Contractual Obligations restricting the assignment of any agreement incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, business; (viix) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, ; (viiixi) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, ; and (ixxii) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or permit to exist or become effective any contractual consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Loan Party, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother Loan Party or (c) transfer any of its assets #96545445v8 to the Borrower or any other Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents 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 Mezzanine Loan Documentsequivalent 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) any restrictions with respect to such Restricted 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 of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 joint ventures (in which case such restriction restrictions shall relate only to assets of, or equity interests in, such Indebtedness and/or joint venture or any holding company which may hold the Capital Stock of such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(zjoint venture), (viii) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business permitted by this Agreement (in which case such restriction shall relate only to such Intellectual Property); (iv) restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the capital stock or assets to be sold and such sale is permitted hereunder, (v) with respect to restrictions described in clause (c) of this Section 7.11, restrictions contained in agreements governing Indebtedness permitted by Section 7.1(i) (as long as such restrictions apply to the property financed thereby) and (k) hereof (as long as such restrictions apply only to the assets of the applicable joint venture), (vi) Contractual Obligations incurred in the ordinary course any restriction existing by reason of business which include customary provisions any holder of a Lien permitted by Section 7.2 restricting the assignment transfer of any agreement relating the property subject thereto, (vii) customary provisions contained in joint venture agreements any restriction and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions condition contained in any agreement relating to any the Disposition of Property any property not prohibited hereunderby Section 7.4 pending the consummation of such Disposition, (xviii) any restriction in any agreement in effect at the time any Person a Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Restricted Subsidiary Subsidiary, (ix) any restriction in any instrument governing Indebtedness assumed in connection with any Permitted Acquisition and permitted pursuant to 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 of the Person so acquired, and (xix) any encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iv), (viii) or (ix) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; provided further that this Section 7.11 shall not apply to encumbrances or restrictions pursuant to the ordinary course terms governing Indebtedness of businessany Foreign Subsidiary provided that such encumbrances or restrictions shall be limited to the assets of 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 Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any other Restricted SubsidiarySubsidiary 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 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 the Mezzanine Loan Documentsagreements relating to Indebtedness incurred under 8.02(o), (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary and applicable only to such Restricted Subsidiary, (iii) 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 obligationsapplicable law, (iv) any restrictions contained in agreements related to Indebtedness customary provisions restricting the assignment of any Non-Guarantor Subsidiary not prohibited rights 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(z)contracts, (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property customary non-assignment provisions in leases entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property)and consistent with past practices, (vi) Contractual Obligations incurred purchase money obligations for Property acquired in the ordinary course of business which include customary provisions restricting that impose restrictions of the assignment of any agreement relating theretonature described in clause (c) above on the Property so acquired, (vii) customary provisions contained in joint venture agreements and any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (viii) restrictions on cash or other similar agreements applicable to joint ventures deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions on rights to dispose of assets subject to Liens permitted under Section 8.03(e), 8.03(f), 8.03(g), 8.03(h), 8.03(i), 8.03(j), 8.03(k), 8.03(p) or 8.03(q) and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement restrictions in effect at the time connection with Indebtedness or other contractual obligations of (A) any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a non-wholly owned Restricted Subsidiary and applicable solely to such Restricted Subsidiary or (xiB) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessa 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 Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Group Member, (b) make Investments in the Borrower loans or advances to any Restricted Subsidiaryother Group Member, or (c) transfer any of its assets to any other Group Member, 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 such a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary, (iii) customary net worth restrictions on the assignment of leases, licenses and other agreements and customary provisions contained in Real Property leases entered into by the Borrower leases, licenses, equityholder agreements, joint venture agreements, organizational documents 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 other similar agreements and its Restricted Subsidiaries to meet their ongoing obligationsinstruments, (iv) any restrictions contained of the nature referred to in clause (c) above under agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which case such restriction shall relate restrictions are 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(z)effective against the assets financed thereby, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect at the time any Person Restricted Subsidiary becomes a Restricted SubsidiarySubsidiary of a Borrower, so long as such agreement applies only to such Restricted Subsidiary, was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and Subsidiary, (vi) restrictions imposed by any agreement relating to secured obligations that apply only to the property securing such obligations, (vii) restrictions in effect on the Closing Date, (viii) any encumbrance or restriction pursuant to Swap Agreements permitted pursuant to Section 7, (ix) other Indebtedness or Disqualified Stock permitted to be incurred or issued subsequent to the Closing Date pursuant to the provisions of Section 7.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (x) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Securitization Facility or Receivables Facility; (xi) any encumbrance or restriction arising pursuant to an agreement or instrument (which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to the provisions of Section 7.2) if (A) the encumbrances and restrictions on cash contained in any such agreement or other deposits imposed by customers under contracts entered into instrument taken as a whole are not materially less favorable to the Lenders than (1) the encumbrances and restrictions contained in the ordinary course this Agreement, together with the security documents associated therewith or (2) in comparable financings (as determined in good faith by the Borrower) or (B) either (1) the Borrower determines at the time of businessentry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments on the Obligations or (2) such encumbrance or restriction applies only during the continuance of a default in respect of a payment relating to such agreement or instrument; (xii) any encumbrance or restriction existing by reason of any Lien permitted under Section 7.3; or in each case of clauses (i) through (xii) that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein (as determined in good faith by the Borrower).

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 to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower New Holdings or any Restricted Subsidiary or other Subsidiary, (b) make loans or advances to, or other Investments in the Borrower in, New Holdings or any Restricted other Subsidiary or (c) transfer any of its assets to New Holdings or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (or any agreement governing any Permitted Refinancing in respect of the Mezzanine Loan DocumentsLoans, so long as any such restriction contained in such refinancing agreement is not materially less favorable to the Lenders than that which exists as of the Effective Date), (ii) any restrictions with respect to such Restricted 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 Capital Stock or all or substantially all of the assets of such Restricted Subsidiary, (iii) 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 obligationsapplicable law, (iv) any restrictions in effect on the Effective Date contained in the agreements related to governing the Indebtedness of in effect on the Effective Date and in any Non-Guarantor Subsidiary not prohibited under Section 7.2 (agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in which case such restriction shall relate only to such the agreements as in effect on the Effective Date governing the Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) being renewed, extended or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)refinanced, (v) customary non-assignment provisions with respect to contracts, leases or licensing agreements entered into by New Holdings or any restrictions regarding licenses or sublicenses by the Borrower and of its Restricted Subsidiaries of Intellectual Property Subsidiaries, in the ordinary course of business (in which each case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viiivi) customary provisions restricting in joint venture agreements and other similar agreements entered into in the subletting ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or assignment instruments governing the terms of any lease governing Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (viii) any encumbrance or restriction with respect to a leasehold interest, (ix) customary restrictions and conditions contained in any Subsidiary pursuant to an agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect at Capital Stock or Indebtedness incurred by such Subsidiary on or prior to the time any Person becomes a Restricted Subsidiary, so date on which such Subsidiary was acquired by New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and Subsidiary, (xiix) restrictions any customary restriction on cash or other deposits imposed by customers under agreements entered into in the ordinary course of business or net worth provisions in leases 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 on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any restrictions under any Indebtedness permitted by Section 8.2 if such restrictions are no more restrictive to New Holdings and its Subsidiaries than those contained under 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 Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine Loan Documents, the 2008 Exchangeable Senior Note Indenture, the Senior Note Indenture, the 2011 Senior Unsecured Note Indenture, the 2012 Senior Unsecured Note Indenture or the Revolving Credit Agreement (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as organizational documents of the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability Subsidiaries of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationslisted on Schedule ES, (iv) any restrictions contained in agreements related to Indebtedness applicable Requirements 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(z)Law, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interestinterest of a Subsidiary, (ixvi) customary restrictions and conditions contained in any agreement relating holder of a Lien permitted by Section 7.3 restricting the transfer of the property subject to any Disposition of Property not prohibited hereundersuch permitted Lien, (xvii) any agreement in effect at the time any Person such Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, and (xiviii) any restrictions on cash in any one or other deposits imposed by customers more agreements governing Indebtedness permitted under contracts Section 7.2 entered into after the Closing Date that are no more restrictive with respect to Borrower and its Subsidiaries than the equivalent restrictions set forth in the ordinary course of businessLoan Documents.

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 that is not a Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any other Restricted SubsidiarySubsidiary 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 of: (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, ; (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary, ; (iii) customary net worth provisions contained in Real Property leases entered into by any restrictions under 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, Revolving Loan Documents; (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby); (v) restrictions and conditions existing on the Closing Date identified on Schedule 7.13 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition); (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien; (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof; (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, 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 7.1; (x) any agreement or arrangement already binding on a Person when it becomes a Restricted Subsidiary so long as such agreement or arrangement was not created in anticipation of such acquisition; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 7.3 or the sale of Property not prohibited hereunder, any property permitted under Section 7.4 pending the consummation of such transaction or sale; (xxiii) any agreement instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; or (xiv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in this Section 7.13; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect at prior to such amendment or refinancing (as determined in good faith and certified in writing to the time any Person becomes Administrative Agent by a Restricted Subsidiary, so long as such agreement was not entered into in contemplation Responsible Officer of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessBorrower).

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the a Borrower or any Restricted Subsidiary or (b) make Investments in the a Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as documentation for the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ABL Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness 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 (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(zany other Non-Guarantor Subsidiary), (v) any restrictions regarding licenses or sublicenses by the a 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto or imposing restrictions on cash or other deposits with respect thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease or sublease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any a Disposition of Property not prohibited hereunderpermitted 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) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 of: (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, or any Permitted Unsecured Refinancing Debt, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, , (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, agreement governing any Permitted Unsecured Refinancing Debt so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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, Loan Documents, (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 to the Disclosure Letter (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition), (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof, (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, 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 such agreement or arrangement was not created in anticipation of such acquisition; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 8.4 or the sale of Property not prohibited hereunder, any property permitted under Section 8.5 pending the consummation of such transaction or sale; (xxiii) any agreement in effect at the time any Person such Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary and of the Borrower; (xixiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; or (xv) any encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (x), (xiii) or (xiv) of this Section; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by the ordinary course Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of businessthe Borrower).

Clauses Restricting Subsidiary Distributions. Enter into or permit 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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or other Loan Party, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother Loan Party or (c) transfer any of its assets to the Borrower or any other Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, the Mezzanine First Lien 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) any restrictions with respect to such Restricted 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 of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 joint ventures (in which case such restriction restrictions shall relate only to assets of, or equity interests in, such Indebtedness and/or joint venture or any holding company which may hold the Capital Stock of such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(zjoint venture), (viii) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property intellectual property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Propertyintellectual property), ; (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ixiv) customary restrictions and conditions contained in any agreement agreements relating to the sale of all or a substantial part of the capital stock or assets of any Disposition of Property not prohibited Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (xv) any agreement with respect to restrictions described in effect at the time any Person becomes a Restricted Subsidiaryclause (a) of this Section 7.12, so restrictions contained in agreements governing Indebtedness permitted by Section 7.2(c) hereof; and (vi) with respect to restrictions described in clause (c) of this Section 7.12, restrictions contained in agreements governing Indebtedness permitted by Section 7.2(e) (as long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary restrictions apply to the property financed thereby) and (xik) hereof (as long as such restrictions on cash or other deposits imposed by customers under contracts entered into in apply only to the ordinary course assets of businessthe applicable 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 Company to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any Restricted other Subsidiary or of the Company, (b) make loans or advances to, or other Investments in in, the Borrower Company or any Restricted Subsidiaryother Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases entered into such encumbrances or restrictions required 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 obligationsapplicable law, (iv) any such encumbrances or restrictions contained consisting of customary non-assignment provisions in agreements related leases governing leasehold interests to Indebtedness the extent such provisions restrict the transfer 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) the lease or Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z)the property leased thereunder, (v) any such encumbrances or restrictions regarding licenses with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or sublicenses by restrictions are customary in agreements of such type or are of the Borrower type existing under the agreements listed on Schedule 7.15 and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only apply to such Intellectual Property)Foreign Subsidiary subject thereto and such Foreign Subsidiary's Wholly Owned Subsidiaries, (vi) Contractual Obligations incurred in any restrictions existing under the ordinary course of business which include customary provisions restricting Amended and Restated Five-Year Revolving Credit Agreement or the assignment of any agreement relating theretoShort-Term Credit Agreement, (vii) customary provisions contained in joint venture agreements any restrictions existing under the Receivables Purchase and other similar agreements applicable to joint ventures entered into in the ordinary course of business, Sale Agreement and (viii) customary provisions restricting any restrictions existing under the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 agreements listed on cash or other deposits imposed by customers under contracts entered into in the ordinary course of businessSchedule 7.15.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the a Borrower or any Restricted Subsidiary or (b) make Investments in the a Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as documentation for the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability ABL Facility or any Junior Indebtedness or any Permitted Amendment or Refinancing of any of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationsforegoing, (iv) any restrictions contained in agreements related to Indebtedness 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 (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(zany other Non-Guarantor Subsidiary), (v) any restrictions regarding licenses or sublicenses by the a 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto or imposing restrictions on cash or other deposits with respect thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease or sublease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any a Disposition of Property not prohibited hereunderpermitted 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 Subsidiary, (xi) such restrictions in effect on the Closing 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) restrictions on cash above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or other deposits imposed by customers under contracts entered into refinancings are, in the ordinary course good faith judgment of businessthe 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 any Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay repay or prepay any Indebtedness owed toto or by, the such Borrower or any Restricted other Subsidiary or of such Borrower, (b) make loans or advances to, or other Investments in the in, such Borrower or any Restricted Subsidiaryother Subsidiary of such Borrower or (c) transfer any of its assets to such Borrower or any other Subsidiary of such Borrower, 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting on the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements leases and other similar agreements applicable to joint ventures licenses entered into in the ordinary course of business, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted 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 on terms not materially more restrictive in the aggregate, (vii) 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, and (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement 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 on cash or other deposits imposed by customers under contracts entered into the Non-Recourse CLP Financing Indebtedness or any Standard Securitization Undertaking, in each case in connection with a Non-Recourse CLP Financing, provided such restrictions apply only to the ordinary course of businessSPEs and CLP Assets owned by the SPEs.

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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Documents, the Mezzanine Loan Documents2008 Senior Exchangeable Note Indenture, the Senior Exchangeable Note Indenture, the Senior Indenture or the 2011 Senior Unsecured Note Indenture, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, so long as organizational documents of the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability Subsidiaries of the Borrower and its Restricted Subsidiaries to meet their ongoing obligationslisted on Schedule ES, (iv) any restrictions contained in agreements related to Indebtedness applicable Requirements 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(z)Law, (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interestinterest of a Subsidiary, (ixvi) customary restrictions and conditions contained in any agreement relating holder of a Lien permitted by Section 7.3 restricting the transfer of the property subject to any Disposition of Property not prohibited hereundersuch permitted Lien, (xvii) any agreement in effect at the time any Person such Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, and (xiviii) any restrictions on cash in any one or other deposits imposed by customers more agreements governing Indebtedness permitted under contracts Section 7.2 entered into after the Closing Date that are no more restrictive with respect to Borrower and its Subsidiaries than the equivalent restrictions set forth in the ordinary course of businessLoan Documents.

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, 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 to the Borrower or its Subsidiaries in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 and the Mezzanine 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 such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (v) 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 governing a Disposition permitted under Section 7.5, provided that such restriction shall relate only relates solely to such Intellectual Property)property to be disposed of, (vi) Contractual Obligations incurred any restrictions in existence at the ordinary course of business which include customary provisions restricting the assignment time of any agreement relating theretoacquisition consummated in accordance with Section 7.8(i) (and any renewal, modification or amendment thereof), (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures restricting assignment of any agreement entered into in the ordinary course of business, (viii) customary provisions restricting in joint venture agreements or similar agreements or the subletting or assignment organizational documents of any lease governing a leasehold interestSubsidiaries that are not Wholly Owned Subsidiaries, (ix) customary restrictions any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted hereby and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect at restrictions under Indebtedness permitted to be incurred hereunder (or any permitted refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension thereof), to the time any Person becomes extent such restrictions either are not materially adverse to the Lenders or are not materially more restrictive, taken as a Restricted Subsidiarywhole, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) than the restrictions on cash or other deposits imposed by customers under contracts entered into contained in the ordinary course of businessLoan Documents or in the Indebtedness being refinancing, replace, modified, repaid, redeemed, refunded, renewed or extended, in each case as determined by the Borrower in good faith.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary of its Subsidiaries or (b) make Investments in the Borrower or any Restricted Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of or consisting of: (i) this Agreement or any restrictions existing under the Loan Documents and the Mezzanine other Loan Documents, or any other agreement entered into pursuant to any of the foregoing; (ii) any 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 with in respect to such Restricted of a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, ; (iii) 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 its ongoing obligationspayment obligations hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement; (iv) 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(z), effect on the Petition Date; (v) any restrictions regarding licenses licenses, sublicenses, cross-licensing or sublicenses pooling by the Borrower and its Restricted Subsidiaries of of, or similar arrangements with respect to, Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), ; (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoassignment, transfer or pledge thereof; (vii) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, and other non-wholly owned entities not prohibited by this Agreement; (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, ; (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property Property, leases, subleases, licenses and similar agreements not prohibited hereunder, ; (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and or a party to such merger; (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xii) encumbrances or restrictions imposed by applicable law, regulation or customary license requirements; (xiii) restrictions and conditions contained in the Prepetition 2016 Term Loan Agreement, the Prepetition 2024 Notes Indenture, the Prepetition ABL Facility Agreement, the Prepetition BrandCo Facility Agreement and the Foreign ABTL Credit Agreement; (xiv) any agreement in effect on the Petition Date and described on Schedule 7.13; (xv) restrictions or conditions imposed by any obligations secured by Liens permitted pursuant to Section 7.3 (other than obligations in respect of Indebtedness), if such restrictions or conditions apply only to the property or assets securing such obligations and such encumbrances and restrictions are customary for similar obligations 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 that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (xvi) the documents governing (i) the Intercompany DIP Facility and (ii) the DIP ABL Facility; (xvii) [reserved]; (xviii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Borrower or any of its Subsidiaries is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Subsidiary or the assets or property of any other Subsidiary; and (xix) the foregoing shall not apply to any restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or other obligations referred to in clauses (i) through (xviii) above, provided, that the restrictions and conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in good faith judgment of the Borrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the applicable contract, instrument or other obligation.

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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 of: (i) any restrictions existing under (x) the Loan Documents, (y) any Incremental Equivalent Debt and (z) the ABL Loan Documents and the Mezzanine Loan Documentsin each case, any Permitted Refinancing thereof, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, , (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by the Borrower and its Restricted Subsidiaries, agreement governing any Indebtedness incurred under Section 8.2(j) so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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, Loan Documents, (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby), (v) restrictions and conditions existing on the date hereof identified on Schedule 8.14 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition), (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien, (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof, (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, 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 such agreement or arrangement was not created in anticipation of such acquisition, (xi) Requirements of Law, (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 8.4 or the sale of Property not prohibited hereunder, any property permitted under Section 8.5 pending the consummation of such transaction or sale, (xxiii) any agreement in effect at the time any Person such Subsidiary becomes a Restricted SubsidiarySubsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary and of the Borrower, (xixiv) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Property or assets of any Person, other than the Person or the Property or assets of the Person so acquired, or (xv) any encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in clause (vi), (x), (xiii) or (xiv) of this Section; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by the ordinary course Administrative Agent, certified in writing to the Administrative Agent by a Responsible Officer of businessthe Borrower).

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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Restricted Subsidiary of the Parent Borrower or (b) make loans or advances to, or other Investments in in, the Parent Borrower or any other Restricted SubsidiarySubsidiary 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 and constitute a “Senior Credit Facility” as defined in the Mezzanine Loan DocumentsSenior 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 such Restricted 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 Capital Stock or assets of such Restricted Subsidiary, (iiiiv) leases or other agreements that are customary net worth provisions contained in Real Property leases entered into by and restrict the Borrower and its assignment (or subletting) thereof or relate only to the assets subject thereto, (v) (x) any restrictions that are binding on a Restricted SubsidiariesSubsidiary 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 the Borrower has determined such restrictions were not entered into solely in good faith that contemplation of such net worth provisions would not reasonably be expected to impair the ability of the Borrower Subsidiary becoming a Subsidiary and its Restricted Subsidiaries to meet their ongoing obligations, (ivy) any restrictions contained in agreements related to Indebtedness renewal or extension of a restriction or condition permitted by clause (v)(x) or any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case agreement evidencing 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(z), (v) condition or any restrictions regarding licenses amendment or sublicenses by modification thereof that does not materially expand the Borrower and its Restricted Subsidiaries scope of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property)or condition, (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoto 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 joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viiiincluding Permitted Joint Ventures) customary provisions restricting the subletting or assignment of any lease governing a leasehold interestother similar arrangements permitted hereunder, (ix) customary restrictions agreements governing 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 conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderproceeds thereof), (x) any agreement in effect at provisions requiring the time granting of a Lien to any Person becomes on any Collateral if a Restricted SubsidiaryLien 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 agreement was restrictions set forth therein are not entered into 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 contemplation respect of such Person becoming a Restricted Subsidiary and cash collateral is permitted under Section 7.3, (xixiii) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into 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 ordinary course good faith determination of businessthe 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) are no more restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than (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 (ii) those encumbrances and other restrictions that are in effect on the Fourth Restatement Effective Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Fourth Restatement Effective Date, (y) are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in comparable financings for similarly situated issuers or (z) will not otherwise materially impair the Parent Borrower’s ability to make payments on the Loan when due, in each case in the good faith judgment of senior management of the Parent Borrower.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any of its Restricted Subsidiary Subsidiaries or (b) make Investments in the Borrower or any of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) or consisting of: xciii.this Agreement or any restrictions existing under the other Loan Documents and under any Intercreditor Agreement, or any other agreement entered into pursuant to any of the Mezzanine Loan Documentsforegoing; xciv.provisions limiting the Disposition of assets or property in asset sale agreements, (ii) any 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 with in respect to such of 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 Capital Stock or assets of such Restricted Subsidiary, (iii) customary ; 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 and its Restricted Subsidiaries to meet their its ongoing obligationspayment obligations hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement; xcvi.agreements related to Indebtedness permitted by this Agreement (ivincluding 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) any to the extent that (x) the encumbrances and restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary such agreement or instrument taken as a whole are not prohibited under Section 7.2 materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesgood faith by the Borrower) or Indebtedness secured by Liens permitted by Sections 7.3(g(y) such encumbrances and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries are customary for similar financings in light of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and prevailing market conditions contained in any agreement 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 of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such agreement was encumbrances and restrictions would not entered into in contemplation of such Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed by customers under contracts entered into in reasonably be expected to materially impair the ordinary course of business.Borrower’s ability to pay the 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 Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted other Subsidiary or of the Borrower, (b) make loans or advances to, or other Investments in in, the Borrower or any Restricted Subsidiaryother 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 Mezzanine Loan Documents, (ii) any restrictions with respect to such Restricted a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that this Section shall not apply to (iiiA) customary net worth provisions contained restrictions -------- existing on the date hereof applicable to Indebtedness permitted under Section 7.2 that impose restrictions analogous to those described in Real Property leases entered into clause (B) below, (B) restrictions applicable to Indebtedness or Capital Stock of a Person acquired by the Borrower and its Restricted Subsidiaries, so long or any Subsidiary 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 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(z), (v) 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), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunder, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiaryof acquisition, so long as except if such agreement restriction was not entered into incurred in connection with, or in contemplation of such acquisition or such restriction applies to the Borrower, any Subsidiary (other than the Person becoming a Restricted Subsidiary and acquired) or the assets thereof (xiother than the assets of the Person so acquired) or any after-acquired property, (C) restrictions on cash arising by reason of customary non-assignment or no-subletting clauses in leases or other deposits imposed by customers under contracts entered into in the ordinary course of businessbusiness and consistent with past practices, (D) purchase money obligations or Capital Lease Obligations (or refinancings thereof that impose no more restrictive restrictions) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (B) above solely on the property so acquired; (E) Permitted Liens on assets securing Indebtedness permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not per- mit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make Restricted Payments any other distributions on or in respect of any Capital Stock of such its Equity Interests held by the Borrower or a Restricted Subsidiary held bySubsidiary, (b) make loans or advances or pay any Indebtedness or other obligation owed to, to the Borrower or any Restricted Subsidiary Guarantor or (bc) make Investments in transfer any of its assets to the Borrower or any Restricted SubsidiarySubsidiary Guarantor, except for such encumbrances or restrictions re- strictions existing under or by reason of of: (i) any encumbrances or restrictions existing under the Loan Documents this Agreement and the Mezzanine other Loan Documents, ; (ii) any encumbrances or restrictions with respect to such 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 Capital Stock capital stock or assets of such Restricted Subsidiary, ; (iii) 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) encumbrances or restrictions under 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 agreement governing Capital Lease Obligations secured by Liens permitted by Sections 7.3(gSection 6.02, so long as such restrictions apply only to the assets subject to such Liens or relating to such Capital Lease Obligations, as the case may be; (iv) and 7.3(z), encumbrances or restrictions under any agreement listed on Schedule 6.09 as in effect on the Closing Date; (v) encumbrances or restrictions under any agreement of any Person that becomes a Restrict- ed Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary; provided that such restrictions regarding licenses are not created in contemplation of or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case connection with such restriction shall relate only to such Intellectual Property), acquisition; (vi) Contractual Obligations incurred in any other instrument or agreement entered into after the ordinary course of business which include customary provisions restricting Closing Date that contains en- cumbrances and restrictions that, as determined by the assignment of any agreement relating theretoBorrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans; (vii) customary encumbrances or restrictions existing under or by reason of applicable law, regulation or order; (viii) non-assignment provisions contained in joint venture agreements and other similar agreements applicable to joint ventures of any contract or lease entered into in the ordinary course of business; (ix) encumbrances or restrictions imposed under any agreement to sell assets, including Qual- ified Equity Interests of such Restricted Subsidiary, permitted under this Agreement to any Person pending the closing of such sale; (viiix) encumbrances or restrictions relating to any Lien permitted under this Agreement im- posed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien; (xi) encumbrances or restrictions relating to any Lien on any asset or property at the time of acquisition of such asset or property by the Borrower or any Restricted Subsidiary; (xii) customary provisions restricting in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the subletting transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or assignment of any lease governing a leasehold interest, similar Person; (ixxiii) customary restrictions and conditions contained in any agreement 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) encumbrances or restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business; (xiv) Indebtedness incurred in compliance with Section 6.01(c) that imposes restrictions of the nature described in clause (c) above on the assets acquired; (xv) with respect to clause (c) only, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests, licenses, joint venture agreements and agreements similar to any of the foregoing to the extent such provisions restrict the transfer of the property subject to such leases, licenses, joint venture agreements or similar agreements; (xvi) with respect to clause (c) only, any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (xvii) any encumbrances or restrictions imposed by any amendments, modifications, restate- ments, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, agree- ments, instruments or obligations referred to in this Section 6.09; provided that, as determined by the Bor- rower, such amendments, modifications, restatements, renewals, increases, supplements, refundings, re- placements or refinancings (a) are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supple- ments, refundings, replacements or refinancings or (b) will not materially adversely affect the Borrower’s ability to make payments on the Loans; (xviii) encumbrances or restrictions imposed by the Senior Notes; and (xix) encumbrances or restrictions imposed on any member of the Match Group in connection with the Match Transactions.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, (iii) 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 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(z), (viv) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted the Restrictive Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (viv) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (viivi) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viiivii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ixviii) customary restrictions and conditions contained in any agreement relating to any Disposition of Property not prohibited hereunderan asset sale permitted by Section 7.4 or 7.5, (xix) 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 Subsidiary, (x) such restrictions in effect on the Closing Date and listed on Schedule 7.12, (xi) applicable law, (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness and (xiii) customary and reasonable restrictions contained in any agreements or instruments governing Refinancing Incremental Equivalent Debt or Incremental Equivalent Debt and any refinancings, replacements, refundings, renewals or extensions thereof (without any increase (other than any such increase resulting from accrued interest and the amount of reasonable fees and expenses incurred, make whole payments and premiums paid in connection with the Indebtedness 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 Restricted Subsidiary of the BorrowerParent that is not a Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower BorrowerParent or any other Restricted Subsidiary or of the BorrowerParent, (b) make loans or advances to, or other Investments in in, the BorrowerParent or any other Restricted Subsidiary of the BorrowerParent or (c) transfer any of its assets to the BorrowerParent or any other Restricted Subsidiary of the Borrower (or any Restricted Subsidiarythe Parent, as applicable), except for such encumbrances or restrictions existing under or by reason of of: (i) any restrictions existing under the Loan Documents and the Mezzanine Loan Documents, ; (ii) any restrictions with respect to such 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 Capital Stock or assets of such Restricted Subsidiary, Subsidiary as permitted by Section 7.4; (iii) customary net worth provisions contained any restrictions set forth in Real Property leases entered into by (x) the Borrower and its Restricted Subsidiaries, Convertible Notes Documents or (y) any agreement governing Junior Indebtedness incurred or permitted to exist under Section 7.1 so long as the Borrower has determined restrictions set forth therein are not materially more restrictive than the corresponding provisions 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, Loan Documents; (iv) any restrictions contained in agreements related to Indebtedness of governing any Non-Guarantor Subsidiary not prohibited under Section 7.2 purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case case, any prohibition or limitation shall only be effective against the assets financed thereby); (v) restrictions and conditions existing on the date hereof identified on Schedule 7.11 (but not to any amendment or modification expanding the scope or duration of any such restriction shall relate only or condition); (vi) restrictions or conditions imposed by any agreement relating to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or Indebtedness secured by Liens permitted by Sections 7.3(gthis Agreement but solely to the extent that such restrictions or conditions apply only to the property or assets subject to such permitted Lien; (vii) customary provisions in leases, licenses and 7.3(z), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property other contracts entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, thereof; (viiviii) customary provisions contained restrictions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, permitted hereunder and applicable solely to such joint venture; (ix) any agreement or arrangement already binding on a Person when it becomes a Restricted Subsidiary (other than the Borrower or its Restricted Subsidiaries as a result of their becoming Restricted Subsidiaries pursuant to, or as a result of, the Restructuring) so long as such agreement or arrangement was not created in anticipation of such acquisition; (x) any agreement of a Foreign Subsidiary of the Parent that is not a Loan Party governing Indebtedness permitted to be incurred or permitted to exist under Section 7.1; (xi) Requirements of Law; (xii) customary restrictions and conditions contained in any agreement relating to any Disposition transaction permitted under Section 7.3 or the sale of Property not prohibited hereunder, any property permitted under Section 7.4 pending the consummation of such transaction or sale; (xxiii) any agreement instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person or the Properties or assets of the Person so acquired; (xiv) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents or the contracts, instruments or obligations referred to in this Section 7.11; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those in effect at prior to such amendment or refinancing (as determined in good faith and certified in writing to the time any Person becomes Administrative Agent by a Restricted Subsidiary, so long as such agreement was not entered into in contemplation Responsible Officer of such Person becoming a Restricted Subsidiary and the BorrowerParent); or (xixv) restrictions imposed on cash or other deposits imposed by customers any Permitted Joint Venture under contracts entered into in the ordinary course terms of businessany Non-Recourse Indebtedness.

Clauses Restricting Subsidiary Distributions. Enter 205 (i) this Agreement or any other Loan Documents and under any Intercreditor Agreement, or any other agreement entered into pursuant to any consensual encumbrance of the foregoing; (ii) provisions limiting the Disposition of assets or restriction on property in asset sale agreements, stock sale agreements and other similar agreements, which limitation is in each case applicable only to the ability assets or interests the subject of any Restricted Subsidiary to (a) make Restricted Payments such agreements but which may include customary restrictions in respect of any Capital Stock of such a Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the Borrower or any Restricted 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 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 Capital Stock or assets of such Restricted Subsidiary, ; (iii) 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 its ongoing obligationspayment obligations hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement; (iv) any restrictions contained in agreements related to Indebtedness permitted by this Agreement (including indentures, instruments or agreements governing any New Incremental Debt, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the foregoing) to the extent that (x) the encumbrances and restrictions contained in any Non-Guarantor Subsidiary such agreement or instrument taken as a whole are not prohibited under Section 7.2 materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesgood faith by the Borrower) or Indebtedness secured (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 Liens permitted by Sections 7.3(gthe Borrower) and 7.3(z), the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (v) any restrictions regarding licenses licenses, sublicenses, cross-licensing or sublicenses pooling by the Borrower and its Restricted Subsidiaries of of, or similar arrangements with respect to, Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), ; (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoassignment, transfer or pledge thereof; |US-DOCS\115543490.9|| (vii) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, and other non-wholly owned entities not prohibited by this Agreement; (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, ; (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property Property, leases, subleases, licenses and similar agreements not prohibited hereunder, ; (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and or a party to such merger; (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xii) encumbrances or restrictions imposed by applicable law, regulation or customary license requirements; (xiii) restrictions and conditions contained in the documentation governing the Existing Notes Financing; (xiv) any agreement in effect on the Closing Date and described on Schedule 7.13; (xv) restrictions or conditions imposed by any obligations secured by Liens permitted pursuant to Section 7.3 (other than obligations in respect of Indebtedness), if such restrictions or conditions apply only to the property or assets securing such obligations and such encumbrances and restrictions are customary for similar obligations 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 that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (xvi) the Term Loan Documents; (xvii) restrictions created in connection with any Receivables Facility solely applicable to the Receivables and Related Assets and the Receivables Subsidiary subject thereto; (xviii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets |US-DOCS\115543490.9|| of the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and (xix) the foregoing shall not apply to any restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or other obligations referred to in clauses (i) through (xviii) above, provided, that the restrictions and conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in good faith judgment of the Borrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the applicable contract, instrument or other obligation.

Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any of its Restricted Subsidiary Subsidiaries or (b) make Investments in the Borrower or any of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of or consisting of: (i) this Agreement or any restrictions existing under the other Loan Documents and under any Intercreditor Agreement, or any other agreement entered into pursuant to any of the Mezzanine Loan Documents, foregoing; (ii) any 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 with in respect to such of 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 Capital Stock or assets of such Restricted Subsidiary, ; (iii) 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 its ongoing obligationspayment obligations hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement; (iv) any restrictions contained in agreements related to Indebtedness permitted by this Agreement (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 (x) the encumbrances and restrictions contained in any Non-Guarantor Subsidiary such agreement or instrument taken as a whole are not prohibited under Section 7.2 materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in which case such restriction shall relate only to such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiariesgood faith by the Borrower) or Indebtedness secured (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 Liens permitted by Sections 7.3(gthe Borrower) and 7.3(z), the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (v) any restrictions regarding licenses licenses, sublicenses, cross-licensing or sublicenses pooling by the Borrower and its Restricted Subsidiaries of of, or similar arrangements with respect to, Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), ; (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating theretoassignment, transfer or pledge thereof; (vii) customary provisions contained in joint venture agreements, shareholder agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, and other non-wholly owned entities not prohibited by this Agreement; (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, ; (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property Property, leases, subleases, licenses and similar agreements not prohibited hereunder, ; (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and or a party to such merger; (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xii) encumbrances or restrictions imposed by applicable law, regulation or customary license requirements; (xiii) restrictions and conditions contained in the documentation governing the Existing Notes Financing; (xiv) any agreement in effect on the Closing Date and described on Schedule 7.13; (xv) restrictions or conditions imposed by any obligations secured by Liens permitted pursuant to Section 7.3 (other than obligations in respect of Indebtedness), if such restrictions or conditions apply only to the property or assets securing such obligations and such encumbrances and restrictions are customary for similar obligations 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 that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due; (xvi) the Term Loan Documents; (xvii) the BrandCo Documents; (xviii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and (xix) the foregoing shall not apply to any restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or other obligations referred to in clauses (i) through (xviii) above, provided, that the restrictions and conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in good faith judgment of the Borrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the applicable contract, instrument or other obligation.