Common use of Inconsistent Agreements Clause in Contracts

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Not, and not a party suffer or permit any other Group Member to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (i) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to its Obligations hereunder or under any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingother Loan Document, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) prohibit Borrower or any other Group Member from granting to Agent and the Third Party is required Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to enter into the agreements provided for any agreement in Section 3 hereof (as if it were Wyndham) effect on the terms Closing Date and for the period applicable to Wyndham (including preventing sales set forth on Schedule 7.9, or pursuant to Rule 144 the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the Securities Actextent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) if requested customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the sole Underwriter assets subject to such sale, transfer, disposition or lead managing Underwriter in an Underwritten Offering initiated by Holders conveyance of Registrable Securities property and (f) prohibitions and limitations that exist pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders applicable requirements of Wyndham's other issued and outstanding securities under any such agreementslaw.

Inconsistent Agreements. Wyndham Not, and not permit any of the Loan Parties and their Subsidiaries to, enter into any agreement containing any provision that would (a) be violated or breached in any material respect by any borrowing by Borrower under this Agreement or by the performance by any Loan Party of any of its Obligations under this Agreement or under any other Loan Document; (b) prohibit any Loan Party from granting to Administrative Agent and the Lenders a Lien on any of its assets (other than Excluded Property (as defined in the Guaranty and Collateral Agreement)); or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party, or (iii) transfer any of its assets or properties to any Loan Party, other than: (a) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets or Equity Interests of any Subsidiary pending any such sale, so long as those restrictions and conditions apply only to the Subsidiary or assets to be sold and that sale is permitted under this Agreement; (b) restrictions by reason of customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such Covered Agreement); (c) conditions imposed by any agreement relating to purchase money Debt, Capital Leases, and other secured Debt permitted by this Agreement, so long as those restrictions or conditions apply only to the property or assets securing that Debt; (d) customary provisions in leases and other contracts restricting the assignment thereof; (e) customary restrictions that arise in connection with any Lien permitted by clauses (b)(ii), (c), (d), (f), (g), (l), (q), (r) or (s) of Section 11.2 that limit the right of Borrower or any of its Subsidiaries to dispose of or encumber the assets subject to such Liens; (f) restrictions contained in the Loan Documents; (g) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements or agreement governing the Debt of any joint venture, (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto), (ii) relating to such joint venture or its members and (iii) otherwise entered into in the ordinary course of business; (h) restrictions on Cash or other deposits permitted hereunder and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist; (i) restrictions which exist on the Closing Date in the documents set forth on Schedule 11.7; (j) restrictions contained in documents governing Debt of any Subsidiary that is not a party toLoan Party permitted hereunder; (k) provisions restricting the granting of a security interest in Intellectual Property contained in in-bound licenses by Borrower and its Subsidiaries of such Intellectual Property, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham in-bound licenses were entered into any in the ordinary course of business (in which case such agreement, and Wyndham will not on restriction shall relate only to such Intellectual Property); and (l) restrictions arising under or after as a result of applicable Requirements of Law or the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares terms of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed license, authorization, concession or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether permit issued or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were granted by a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsGovernmental Authority.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third-Party's registration rights cases of clauses (includingb) and (c), without limitation(A) restrictions or conditions imposed by any agreement relating to purchase money Debt, demand registration rights) provide Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the Holders of Registrable Securities who seek to participate property or assets securing such Debt or the property leased or licensed, (B) customary provisions in such registration leases and other contracts restricting the assignment thereof, (whether C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)any loan documents governing an Approved AR Loan Facility, and (iiE) the Third Party is required to enter into the agreements provided for customary provisions in Section 3 hereof (as if it were Wyndham) on the terms and contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on the terms restrictions and conditions imposed by law, (D) those arising under any Loan Document or any Subordinated Debt document and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on restrictions and conditions imposed by law, (D) those arising under any Loan Document or the terms SVB Loan Documents and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Restricted Subsidiary to, and will not on enter into any agreement, document or instrument after the date of this Agreement enter into, Closing Date containing any agreement provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on Borrower hereunder or after by the date of this Agreement modify in any manner adverse to performance by the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Borrower of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrower or any Restricted Subsidiary from granting to the Administrative Agent and the Lenders, a Lien on any of its assets (including other than any provision in any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, the Huntington Debt, Nonrecourse Debt or Permitted Receivables Transactions that prohibits the Borrower or such Restricted Subsidiary from granting incidental registration rights a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with respect such financing), or (c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Restricted Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Borrower or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any Wholly-Owned Subsidiary, or pay any Debt owed to the Holders hereunder as if such registration were a Required Registration (includingBorrower or any other Restricted Subsidiary, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter make loans or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted advances to the Holders hereunder do not in Borrower or any way conflict with and are not inconsistent with the rights granted Restricted Subsidiary or (iii) transfer any of its assets or properties to the holders Borrower or any Restricted Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of Wyndham's all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions, other issued than those prohibited by clause (b), imposed by any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, the Huntington Debt, Nonrecourse Debt, Permitted Receivables Transactions and outstanding securities under any such agreementsother secured Debt permitted by this Agreement and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Wyndham is Not, and not a party suffer or permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (i) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrower hereunder or by the performance by the Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (ii) prohibit the date hereof Borrower or any other Loan Party from granting to the Agent and the Lender a Lien on any of its assets that constitute Collateral or (including granting incidental registration rights with respect iii) other than pursuant to the Loan Documents, create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to the Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to the Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) prohibitions and limitations that exist pursuant to Applicable Law, (e) customary restrictions and conditions contained in agreements relating to (A) the sale of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that are to be filed or maintained sold and such sale is permitted hereunder) if , and only if (iB) the Third-Party's registration rights acquisition of the Borrower provided that the acquisition agreement shall provide that all amounts due and payable under this Agreement shall be Paid in Full upon the closing of such transaction; (including, without limitation, demand registration rightsf) provide customary provisions in joint venture agreements (and other similar agreements) provided that such provisions apply only to such joint venture or such other arrangement and to the Holders Capital Stock of Registrable Securities who seek to participate in such registration joint venture or such other arrangement; and (whether g) customary net worth provisions or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority similar financial maintenance provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated any agreement entered into by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsa Subsidiary.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of Enter into any Contractual Obligation (other than this Agreement enter intoor any other Loan Document or any documentation governing Indebtedness permitted to be incurred pursuant to Section 2.18) that (i) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; or (ii) limits the ability (A) of any Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to any Loan Party, (B) of any agreement which conflicts with Subsidiary to Guarantee the provisions Indebtedness of this Agreement nor has Wyndham entered into any Loan Party or become a direct Borrower hereunder, or (C) of any Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreementPerson; provided, however, that nothing this Section 7.09 shall not prohibit limitations: (a) in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from respect of any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.01(e) or 7.01(u) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (b) in respect of customary restrictions and after the Closing, conditions contained in any agreement relating to any Person Disposition not prohibited hereunder (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed in which case such restrictions or maintained hereunder) if and conditions shall relate only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders applicable property) or otherwise relating to a Disposition that is conditioned upon the amendment, restatement or replacement of Registrable Securities who seek to participate this Agreement or the repayment in full of amounts owing hereunder; (c) consisting of restrictions regarding licenses or sublicenses by a Loan Party or a Subsidiary of a Loan Party of Intellectual Property in the Ordinary Course of Business (in which case such registration (whether or not such registration is initiated hereunder) rights no less favorable restrictions shall relate only to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration Intellectual Property); (including, without limitation, the priority d) customary anti-assignment provisions contained found in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained Contractual Obligations entered into in the second paragraph Ordinary Course of Section 2(a)(i), and Business (iie) in the Third Party is required to enter documents entered into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities connection with any Subordinated Indebtedness incurred pursuant to Section 2(a). The rights granted 7.01(v) or any documents governing a renewal, extension or refinancing thereof permitted by the terms of the applicable intercreditor or subordination provisions or agreement reasonably satisfactory to the Holders hereunder do Administrative Agent executed or entered into in connection with such Subordinated Indebtedness; and (f) governing Indebtedness outstanding on the date any Person first becomes a Subsidiary of Holdings (so long as such agreement was not entered into solely in any way conflict with and are not inconsistent with the rights granted to the holders contemplation of Wyndham's other issued and outstanding securities under any such agreementsperson becoming a Subsidiary of such Person).

Inconsistent Agreements. Wyndham is The Borrower shall not, and shall not a party permit any Borrower Subsidiary to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such indenture, agreement, and Wyndham will not instrument (or amendment thereto) or other arrangement which directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (x) the incurrence or repayment of the Obligations or the ability of the Borrower or any Borrower Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations or after (y) the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares ability of any Borrower Subsidiary to (1) pay dividends or make other distributions on its capital or (2) pay any Indebtedness owed to, or make loans or advances to, or sell, lease or transfer any of Wyndham's capital stock after its Property to, the date hereof (including granting incidental registration rights with respect to Borrower or any Registration Statement required to be filed or maintained hereunder) if and only if Borrower Subsidiary, except that the following are permitted: (i) contractual encumbrances or restrictions contained in any Loan Document, any Second Lien Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the Third-Party's registration rights Effective Date; (ii) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on disposition of the property so acquired; (iii) applicable law or any applicable rule, regulation or order or similar restriction; (iv) any agreement or other instrument of a Person acquired by the Borrower or any Borrower Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (v) contracts for the sale of assets, including, without limitation, demand registration rights) provide customary restrictions with respect to a Borrower Subsidiary pursuant to an agreement that has been entered into relating to the Holders sale or disposition of Registrable Securities who seek all or substantially all the Capital Stock or assets of that Borrower Subsidiary pursuant to participate a transaction otherwise permitted by this Agreement; (vi) restrictions imposed by the terms of secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.11 and 6.15 hereof that, in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided the case of a Loan Party, relate to the Holders hereunder as if assets securing such registration were a Required Registration Indebtedness; (includingvii) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the ordinary course of business; (viii) customary provisions in joint venture agreements, without limitationasset sale agreements, the priority sale-lease back agreements and other similar agreements; (ix) customary provisions contained in leases and other agreements entered into in the ordinary course of business; (x) any agreement for the sale or other disposition of a Borrower Subsidiary that restricts dividends, distributions, loans or advances by such Borrower Subsidiary pending such sale or other disposition; (xi) Permitted Liens; (xii) restrictions and conditions contained in documentation governing any Receivables Transaction permitted by this Agreement, which restrictions and conditions apply only to the assets that are the subject of such Receivables Transaction or otherwise customary for such facilities. (xiii) restrictions and conditions on the creation or existence of Liens imposed by the terms of the documentation governing any Indebtedness or preferred stock of a Non-Guarantor, which Indebtedness or preferred stock is permitted by Section 2(a)(iii))6.11; (xiv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.14 and applicable solely to such joint venture entered into in the ordinary course of business; and (xv) any encumbrances or restrictions of the type referred to in the lead-in to this Section 6.18 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided, furtherthat such amendments, howevermodifications, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)restatements, and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter renewals, increases, supplements, refundings, replacements or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and refinancings are not inconsistent materially more restrictive, taken as a whole, with the rights granted respect to the holders of Wyndham's such encumbrance and other issued and outstanding securities under any restrictions than those prior to such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is Not, and not a party suffer or permit any other Loan Party or any other Subsidiary to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if would (i) prohibit the Third-Party's registration rights (including, without limitation, demand registration rights) provide Borrower or any other Loan Party from granting to the Holders Agent and the Lender a Lien on any of Registrable Securities who seek to participate in such registration (whether its assets that constitute Collateral or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided prohibit any other Subsidiary from granting to the Holders hereunder as if such registration were Agent and the Lender a Required Registration Lien on any of its assets or (includingii) other than pursuant to the Loan Documents, without limitationcreate or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to the priority provisions contained Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to the Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to the Borrower or any Wholly-Owned Subsidiary, except, in each case above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt under agreements permitted under Section 2(a)(iii)7.1(b), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i(d), and (iij) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt or applicable agreement or the cash securing such obligations and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) prohibitions and limitations that exist pursuant to Applicable Law and (e) the Third Party is required to enter into prohibitions and limitations set forth in the agreements provided for HealthCor Debt Documents as in Section 3 hereof (as if it were Wyndham) existence on the terms and for the period applicable to Wyndham (including preventing sales Closing Date or as may be amended pursuant to Rule 144 under the Securities Act) if requested by terms hereof and of the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsIntercreditor Agreement.

Inconsistent Agreements. Wyndham Holdco shall not, and shall not permit any Holdco Subsidiary to, enter into any indenture, agreement, instrument (or amendment thereto) or other arrangement which directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (x) the incurrence or repayment of the Obligations or the ability of Holdco or any Holdco Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations or (y) the ability of any Holdco Subsidiary to (a) pay dividends or make other distributions on its capital or (b) pay any Indebtedness owed to, or make loans or advances to, or sell, lease or transfer any of its Property to, Holdco or any Holdco Subsidiary, except that the following are permitted: (a) contractual encumbrances or restrictions contained in any Loan Document, any Second Lien Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the Effective Date; (b) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on disposition of the property so acquired; (c) applicable law or any applicable rule, regulation or order or similar restriction; (d) any agreement or other instrument of a Person acquired by Holdco or any Holdco Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, applicable to any Person (a "Third Party") who becomes an owner of shares Person, or the properties or assets of any Person, other than the Person, or the property or assets of Wyndham's capital stock after the date hereof Person, so acquired; (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereundere) if and only if (i) contracts for the Third-Party's registration rights (sale of assets, including, without limitation, demand registration rights) provide customary restrictions with respect to a Holdco Subsidiary pursuant to an agreement that has been entered into relating to the Holders sale or disposition of Registrable Securities who seek all or substantially all the Capital Stock or assets of that Holdco Subsidiary pursuant to participate a transaction otherwise permitted by this Agreement; (f) restrictions imposed by the terms of secured Indebtedness otherwise permitted to be incurred pursuant to Section 6.14 and 6.18 hereof that, in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided the case of a Loan Party, relate to the Holders hereunder as if assets securing such registration were a Required Registration Indebtedness; (includingg) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the ordinary course of business; (h) customary provisions in joint venture agreements, without limitationasset sale agreements, the priority sale-lease back agreements and other similar agreements; (i) customary provisions contained in leases and other agreements entered into in the ordinary course of business; (j) any agreement for the sale or other disposition of a Holdco Subsidiary that restricts dividends, distributions, loans or advances by such Holdco Subsidiary pending such sale or other disposition; (k) Permitted Liens; (l) restrictions and conditions on the creation or existence of Liens imposed by the terms of the documentation governing any Indebtedness or preferred stock of a Non-Guarantor, which Indebtedness or preferred stock is permitted by Section 2(a)(iii))6.14; (m) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business; and (n) any encumbrances or restrictions of the type referred to in the lead-in to this Section 6.21 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (m) above; provided, furtherthat such amendments, howevermodifications, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)restatements, and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter renewals, increases, supplements, refundings, replacements or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and refinancings are not inconsistent materially more restrictive, taken as a whole, with the rights granted respect to the holders of Wyndham's such encumbrance and other issued and outstanding securities under any restrictions than those prior to such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is not a party Borrower shall not, nor shall it permit any of its Subsidiaries to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions performance by Borrower or any of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares its Subsidiaries of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Guarantee hereof or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of Borrower or any of its Subsidiaries to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any indebtedness owed to Borrower or any other Subsidiary, (includingii) make loans or advances to Borrower or any Subsidiary, without limitation, demand registration rightsor (iii) provide transfer any of its assets or properties to Borrower or any other Subsidiary other than (A) customary restrictions and conditions contained in agreements relating to the Holders sale of Registrable Securities who seek to participate in all or a substantial part of the capital stock or assets of any Subsidiary pending such registration (whether or not sale, provided such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided restrictions and conditions apply only to the Holders Subsidiary to be sold and such sale is permitted hereunder as (B) restrictions or conditions imposed by any agreement relating to purchase money indebtedness, Capital Leases and other indebtedness permitted by this Agreement if such registration were a Required Registration (including, without limitation, restrictions or conditions apply only to the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if property or assets securing such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)indebtedness, and (iiC) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham is The Borrower shall not a party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrower hereunder or by the performance by the Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrower or any Subsidiary from granting to the Lender a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Borrower or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Subsidiary, other than, in each case, (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration (including, without limitation, restrictions or conditions apply only to the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if property or assets securing such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)Debt, and (iiC) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham The Borrower shall not, and shall not permit any Subsidiary to, enter into any indenture, agreement, instrument (or amendment thereto) or other arrangement which directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (x) the incurrence or repayment of the Obligations or the ability of the Borrower or any Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations or (y) the ability of any Subsidiary to (a) pay dividends or make other distributions on its capital or (b) pay any Indebtedness owed to, or make loans or advances to, or sell, lease or transfer any of its Property to, the Borrower or any Subsidiary, except that the following are permitted: (a) contractual encumbrances or restrictions contained in any Loan Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the Closing Date; (b) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on disposition of the property so acquired; (c) applicable law or any applicable rule, regulation or order or similar restriction; (d) any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, applicable to any Person (a "Third Party") who becomes an owner of shares Person, or the properties or assets of any Person, other than the Person, or the property or assets of Wyndham's capital stock after the date hereof Person, so acquired; (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereundere) if and only if (i) contracts for the Third-Party's registration rights (sale of assets, including, without limitation, demand registration rights) provide customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into relating to the Holders sale or disposition of Registrable Securities who seek all or substantially all the Capital Stock or assets of that Subsidiary pursuant to participate a transaction otherwise permitted by this Agreement; (f) restrictions imposed by the terms of secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.14 and 6.18 hereof that, in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided the case of a Loan Party, relate to the Holders hereunder as if assets securing such registration were a Required Registration Indebtedness; (includingg) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the ordinary course of business; (h) customary provisions in joint venture agreements, without limitationasset sale agreements, the priority sale-lease back agreements and other similar agreements; (i) customary provisions contained in Section 2(a)(iii))leases and other agreements entered into in the ordinary course of business; (j) any agreement for the sale or other disposition of a Subsidiary that restricts dividends, provideddistributions, further, however, that if loans or advances by such registration is not initiated Subsidiary pending such sale or other disposition; (k) Permitted Liens; (l) restrictions and conditions on the creation or existence of Liens imposed by the Initial Holders such registration shall not be deemed one terms of the eight Required Registrations for purposes documentation governing any Indebtedness or preferred stock of a Non-Guarantor Subsidiary, which Indebtedness or preferred stock is permitted by Section 6.14; (m) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business; and (n) any encumbrances or restrictions of the limitations contained type referred to in the second paragraph lead-in to this Section 6.21 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Section 2(a)(i)the contracts, and instruments or obligations referred to in clauses (iia) the Third Party is required to enter into the agreements through (m) above; provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and refinancings are not inconsistent materially more restrictive, taken as a whole, with the rights granted respect to the holders of Wyndham's such encumbrance and other issued and outstanding securities under any restrictions than those prior to such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is The Borrower shall not, and shall not a party permit any of its Subsidiaries to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any Contract containing any provision that would: (a) cause a Default hereunder or be violated or breached by such agreement, and Wyndham will not on Person hereunder or after by the date of this Agreement modify in any manner adverse to the Holders any performance by such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after its obligations hereunder or under any other Loan Document; (b) except for Permitted Liens, prohibit any such Person from granting to the date hereof Administrative Agent and the Lenders a Lien on any of its assets pursuant hereto or any other Loan Document; or (including granting incidental registration rights c) except for Permitted Liens, create or permit to exist or become effective any Lien or restriction on the ability of any such Person to (x) except for Permitted Investments, make Restricted Payments, pay dividends or make other distributions to the Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (y) except for Permitted Indebtedness, make loans or advances to the Borrower or any of its Subsidiaries or Guarantee Indebtedness of the Borrower or any of its Subsidiaries, or (z) except for Permitted Acquisitions, or as otherwise permitted hereunder, transfer any of its assets or properties to the Borrower or any of its Subsidiaries. The foregoing shall not apply to (i) any restrictions or conditions imposed by Law or the Loan Documents; (ii) solely with respect to any Registration Statement required to be filed clauses (b) and (c) above, customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or maintained hereunderconsolidation) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide solely to the Holders extent that (x) are only in effect pending consummation of Registrable Securities who seek to participate in such registration (whether the acquisition or not such registration is initiated hereunder) rights no less favorable sale contemplated pursuant to such Holders than those rights agreement and (y) such restrictions or conditions (A) require the Borrower or any of its Subsidiaries to conduct its business in the ordinary course of business (with respect to such assets or businesses) pending the consummation of such transaction consistent with historic practices or (B) are only in effect (with respect to such assets or businesses) pending the consummation of such transaction (provided that such restrictions and conditions apply only to the Holders hereunder as assets or property subject to such transaction (or, if such registration were a Required Registration (including, without limitationapplicable, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one conduct of business of the eight Required Registrations for purposes Borrower or such Subsidiaries with respect to such assets or businesses) and that such sale is permitted or, in the case of the limitations contained sale of the Borrower, such agreement contemplates the repayment in full of the Obligations hereunder); (iii) solely with respect to clauses (b) and (c)(z) above, customary provisions in contracts (including without limitation leases and licenses of Intellectual Property) restricting the assignment thereof or, in the second paragraph case of Section 2(a)(i)any lease or license, the sublease or sublicense or other disposition of the applicable leased or licensed property; (iv) solely with respect to clauses (b) and (iic) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested above, restrictions or conditions imposed by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any agreement governing secured Permitted Indebtedness, to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted extent that such restrictions or conditions apply only to the holders of Wyndham's other issued property or assets securing such Indebtedness; and outstanding securities under any such agreements(v) Restrictive Agreements listed on Schedule 7.15.

Inconsistent Agreements. Wyndham is Not, and not permit any other Loan Party to, enter into, or be a party to, and will not on or after the date of this Agreement enter into, any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Company hereunder or by the performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Loan Party to be filed or maintained hereunder) if and only if (i) the Third-pay dividends or make other distributions to another Loan Party's registration rights , or pay any Debt owed to a Loan Party, (includingii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, without limitation, demand registration rightsother than (A) provide restrictions or conditions imposed by any agreement relating to purchase money Debt and Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the Holders property or assets securing such Debt, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) agreements and licenses entered into by a Loan Party in the ordinary course of Registrable business containing customary provisions restricting the assignment of such agreements, (D) contractual encumbrances or restrictions in effect under Debt disclosed on Schedule 11.1, (E) any restriction imposed pursuant to an agreement entered into for the sale or disposition of Capital Securities who seek or assets not prohibited by this Agreement, (F) any restrictions imposed by any agreement relating to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided secured Debt permitted by this Agreement to the Holders hereunder as if extent that such registration were a Required Registration restrictions apply only to the property or assets securing such Debt, (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations G) customary restrictions and conditions contained in the second paragraph document relating to any Lien, so long as (1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 2(a)(i)11.8, and (iiH) any agreement in effect at the Third Party is required time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary and such agreement does not apply to enter into assets of the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter Company or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsSubsidiary.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Subsidiary to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares performance by Borrower of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, or by any borrowing by a Portfolio Company under the date hereof Intercompany Debt Documents to which it is a party or the performance by such Portfolio Company of its obligations under the Intercompany Debt Documents to which it is a party, (including b) prohibit Borrower from granting incidental registration rights with respect to Agent and Lenders a Lien on any Registration Statement required of its assets, or prohibit a Portfolio Company from granting a Lien on its assets to be filed Borrower pursuant to the Qualified Intercompany Debt Documents to which such Portfolio Company is a party, or maintained hereunder(c) if and only if create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Subsidiary that is a parent company of such Subsidiary or (iii) transfer any of its assets or properties to Borrower or any other Subsidiary that is a parent company of such Subsidiary other than, in the Third Party case of each of the foregoing clauses (i) through (iii), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is required to enter into the agreements permitted hereunder, (B) restrictions provided for in Section 3 hereof (as if it were Wyndham) on the terms under Qualified Intercompany Debt Documents and for the period documentation applicable to Wyndham Outside Portfolio Companies governing Outside Debt, (including preventing sales pursuant C) restrictions or conditions imposed by any agreement relating to Rule 144 under the Securities Act) purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if requested by the sole Underwriter such restrictions or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted conditions apply only to the Holders hereunder do not property or assets securing such Debt and (D) customary provisions in any way conflict with leases and are not inconsistent with other contracts restricting the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of this Agreement enter into, Enter into any agreement containing any provision which conflicts with the provisions of this Agreement nor has Wyndham entered into would (a) be violated or breached by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse Credit Extension to the Holders Borrowers hereunder or by the performance by any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets (including granting incidental registration rights other than distribution agreements or license agreements, provided that with respect to any Registration Statement required such distribution agreements or license agreement that prohibit any Loan Party from granting to be filed the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or maintained hereunderdistributed under such agreements, the Loan Parties shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) if and only if to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Collateral Documents) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to any Loan Party or any Subsidiary, or pay any Indebtedness owed to any Loan Party or any Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) in the Third-Party's registration rights case of clauses (b) and (c), customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) in the case of clauses (b) and (c)(iii), restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (C) in the case of clauses (b) and (c), customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (D) in the case of clause (c), customary provisions in Organization Documents of any Foreign Subsidiary that restrict the transfer of Equity Interests of such Subsidiaries, or (E) in the case of clauses (b) and (c) any applicable Law (including, without limitation, demand registration rights) provide to applicable currency control Laws and applicable state corporate statutes restricting the Holders payment of Registrable Securities who seek to participate dividends in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiicertain circumstances)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham Not, and not permit any Subsidiary to, enter into any loan or credit agreement, indenture or other material instrument or document containing any provision which (i) would be violated or breached by any borrowing, or the obtaining of any Letter of Credit, by any Borrower hereunder or by the performance by the Parent, the Company or any other Subsidiary of any of its obligations hereunder or under any other Loan Document or (ii) would prohibit the Parent, the Company or any other Domestic Subsidiary or any Foreign Borrower from granting to the Administrative Agent, for the benefit of the Lenders, a Lien on any Collateral (as defined in any Collateral Document), other than: (a) in the case of clause (ii) above, any prohibition set forth in an agreement evidencing Debt permitted by Section 10.7(c), 10.7(e), 10.7(h), 10.7(j), 10.7(m) or 10.7(p) or a Lien permitted by Section 10.8, to the extent the restriction with respect to such Lien relates only to the asset or assets subject to such Lien; (b) customary non-assignment and non-subletting provisions in (A) leases and (B) other agreements in the ordinary course of business, in each case not prohibited by the terms of this Agreement; (c) any prohibition applicable solely to the property or assets of any Foreign Subsidiary; (d) any prohibition pursuant to customary agreements providing for the licensing of intellectual property by third parties to the Parent or any Subsidiary in the ordinary course of business that restricts the sublicensing, pledge, transfer or assignment of the licensee’s rights thereunder; (e) customary restrictions on cash or other deposits (including escrowed funds) received by the Parent or any Subsidiary in the ordinary course of business; (f) customary restrictions set forth in joint venture agreements and other similar agreements concerning joint ventures and applicable soley to such joint venture; (g) customary restrictions and conditions relating to the sale of a Subsidiary pending such sale and applicable solely to such Subsidiary; (h) customary restrictions and conditions contained in any agreement relating to the disposition of any property pending the consummation of such disposition; (i) restrictions set forth in any agreement relating to an asset being acquired existing at the time of acquisition or a Subsidiary existing at the time such Subsidiary is merged, consolidated or amalgamated with or into, or acquired by, the Company or any Subsidiary or becomes a Subsidiary and, in each case, not in contemplation thereof; (j) restrictions contained in any trading, netting, operating, construction, service, supply, purchase, credit card, credit card processing service, debit card, stored value card, purchase card (including a so-called “procurement card” or “P-card”) or other agreement to which the Parent or any of its Subsidiaries is a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Parent or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder, the accounts associated with such agreement, or the proceeds thereof and Wyndham will does not on extend to any other asset or after property of the date Parent or such Subsidiary or the assets or property of any other Subsidiary; (k) restrictions (A) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Subsidiary not otherwise prohibited by this Agreement modify (so long as such limitation or restriction applies only to the property or assets subject to such transfer, agreement to transfer, option, right or Lien), (B) contained in mortgages, pledges or other security agreements securing Indebtedness of a Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any manner adverse reciprocal easement agreements of the Parent or any Subsidiary, (D) pursuant to the Holders customary provisions in any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof swap or derivative transactions (including granting incidental registration rights any Swap Agreement), or (E) pursuant to customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Parent has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of Parent and its Subsidiaries to meet their ongoing obligations; (l) with respect to any Registration Statement required to be filed or maintained hereunder) if and only if clause (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations above for purposes of the limitations contained in the second paragraph of Section 2(a)(iSections 10.7(h), and 10.8 and with respect to clause (iiix) above, any encumbrances or restrictions of the Third Party is required type referred to enter into above imposed by amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable contracts, instruments or obligations referred to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder above that do not in any way conflict with and are not inconsistent with materially expand the rights granted to the holders scope of Wyndham's other issued and outstanding securities under any such agreementsrestriction or condition, taken as a whole so long as the principal amount of the obligations evidenced thereby is not increased (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith).

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-pay dividends or make other distributions to Borrower or any other Loan Party's registration rights (including, without limitationor pay any Debt owed to Borrower or any other Loan Party, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on the terms restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is not a party to, and will not ----------------------- on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is No Borrower shall and shall not a party permit any Subsidiary to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by any Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by any such agreement, and Wyndham will not on Borrower or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Borrower or any Subsidiary from granting to the date hereof Bank a Lien on any of its assets or (including granting incidental registration rights c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to any Borrower or any other Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment thereof, and (D) customary restrictions and conditions with respect to any Registration Statement required to be filed Foreign Subsidiary or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions its assets contained in Section 2(a)(iii)), provided, further, however, that if agreements relating to Debt incurred by such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsForeign Subsidiary.

Inconsistent Agreements. Wyndham The Borrower shall not, and shall not permit any Subsidiary to, enter into any indenture, agreement, instrument (or amendment thereto) or other arrangement which directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (x) the incurrence or repayment of the Obligations or the ability of the Borrower or any Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations or (y) the ability of any Subsidiary to (a) pay dividends or make other distributions on its capital or (b) pay any Indebtedness owed to, or make loans or advances to, or sell, lease or transfer any of its Property to, the Borrower or any Subsidiary, except that the following are permitted: (a) contractual encumbrances or restrictions contained in any Loan Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the Amendment Effective Date; (b) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on disposition of the property so acquired; (c) applicable law or any applicable rule, regulation or order or similar restriction; (d) any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, applicable to any Person (a "Third Party") who becomes an owner of shares Person, or the properties or assets of any Person, other than the Person, or the property or assets of Wyndham's capital stock after the date hereof Person, so acquired; (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereundere) if and only if (i) contracts for the Third-Party's registration rights (sale of assets, including, without limitation, demand registration rights) provide customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into relating to the Holders sale or disposition of Registrable Securities who seek all or substantially all the Capital Stock or assets of that Subsidiary pursuant to participate a transaction otherwise permitted by this Agreement; (f) restrictions imposed by the terms of secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.14 and 6.18 hereof that, in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided the case of a Loan Party, relate to the Holders hereunder as if assets securing such registration were a Required Registration Indebtedness; (includingg) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the ordinary course of business; (h) customary provisions in joint venture agreements, without limitationasset sale agreements, the priority sale-lease back agreements and other similar agreements; (i) customary provisions contained in Section 2(a)(iii))leases and other agreements entered into in the ordinary course of business; (j) any agreement for the sale or other disposition of a Subsidiary that restricts dividends, provideddistributions, further, however, that if loans or advances by such registration is not initiated Subsidiary pending such sale or other disposition; (k) Permitted Liens; (l) restrictions and conditions on the creation or existence of Liens imposed by the Initial Holders such registration shall not be deemed one terms of the eight Required Registrations for purposes documentation governing any Indebtedness or preferred stock of a Non-Guarantor, which Indebtedness or preferred stock is permitted by Section 6.14; (m) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business; and (n) any encumbrances or restrictions of the limitations contained type referred to in the second paragraph lead-in to this Section 6.21 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of Section 2(a)(i)the contracts, and instruments or obligations referred to in clauses (iia) the Third Party is required to enter into the agreements through (m) above; provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and refinancings are not inconsistent materially more restrictive, taken as a whole, with the rights granted respect to the holders of Wyndham's such encumbrance and other issued and outstanding securities under any restrictions than those prior to such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Subsidiary Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Company hereunder or by the performance by the Company or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Company or any Subsidiary Loan Party from granting a Lien on any of its assets to the Administrative Agent and the Lenders or (including granting incidental registration rights c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Subsidiary Loan Party or (iii) transfer any of its assets or properties to any Subsidiary, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Financing Lease Obligations and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Collateral Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any Registration Statement required to be filed person in existence at the time such person first became a Subsidiary, so long as such restrictions or maintained hereunderconditions were not entered into in contemplation of such person becoming a Subsidiary, (F) if solely in the case of clauses (b) and only if (ic)(iii), restrictions and conditions imposed by any other Debt issued in reliance on Sections 11.1(c), (G) solely in the Third-Party's registration rights case of clause (includingb), without limitation, demand registration rights) provide customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to the Holders extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of Registrable Securities who seek the Administrative Agent and the Lenders with respect to participate the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (H) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such registration partnership, limited liability company, joint venture or similar Person, (whether I) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) restrictions and conditions imposed by this Agreement or any other Loan Document, (K) restrictions described on Schedule 11.7 and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not such registration is initiated hereunder) rights no less favorable materially more restrictive with respect to such Holders restrictions taken as a whole than those rights provided in existence prior to the Holders hereunder as if such registration were a Required Registration (includingamendment, without limitationmodification, the priority provisions contained in Section 2(a)(iii))restatement, providedrenewal, furtherincrease, howeversupplement, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)refunding, and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter replacement or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsrefinancing.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Subsidiary Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on Company hereunder or after by the date of this Agreement modify in any manner adverse to performance by the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Company of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) [reserved] or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof ability of any Subsidiary to (including granting incidental registration rights i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Subsidiary Loan Party or (iii) transfer any of its assets or properties to any Subsidiary, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by the JPM Credit Agreement, the definitive documentation relating to any Senior Funded Debt and any agreement relating to purchase money Debt, Financing Lease Obligations and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Subsidiary, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Subsidiary, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by any other Debt Incurred in reliance on Sections 11.1(c), (G) [reserved], (H) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (I) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) restrictions and conditions imposed by this Agreement or any other Loan Document, (K) [reserved] and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate such restrictions taken as a whole than those in such registration (whether or not such registration is initiated hereunder) rights no less favorable existence prior to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (includingamendment, without limitationmodification, the priority provisions contained in Section 2(a)(iii))restatement, providedrenewal, furtherincrease, howeversupplement, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)refunding, and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter replacement or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsrefinancing.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party or any Subsidiary of any Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would: (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document; (b) prohibit any Loan Party from granting to Lender, a Lien on any of its assets; or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect to ability of any Registration Statement required to be filed Loan Party or maintained hereunder) if and only if any Subsidiary of any Loan Party to: (i) the Third-pay dividends or make other distributions to Borrower, any Loan Party or any Subsidiary of any Loan Party's registration rights , or pay any Debt owed to any Loan Party or any Subsidiary of any Loan Party; (including, without limitation, demand registration rightsii) provide make loans or advances to any Loan Party or any Subsidiary of any Loan Party; and/or or (iii) transfer any of its assets or properties to any Loan Party or any Subsidiary of any Loan Party; except: (A) customary restrictions and conditions contained in agreements relating to the Holders sale of Registrable Securities who seek to participate in all or a substantial part of the assets of any Subsidiary pending such registration (whether or not sale, provided that such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided restrictions and conditions apply only to the Holders hereunder as Subsidiary to be sold and such sale is permitted hereunder; (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration restrictions or conditions apply only to the property or assets securing such Debt; (includingC) customary provisions in leases and other contracts restricting the assignment thereof; (D) restrictions and conditions imposed hereunder, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations under any other Loan Documents and/or under any applicable law; and (E) restrictions and conditions contained in the second paragraph organizational documents and/or other agreements of Section 2(a)(i)any Person acquired by, and becoming a Subsidiary of, a Loan Party after the Closing Date which were in effect at the time of such acquisition, so long as the subject organizational document/agreement was not entered into in contemplation of such acquisition (ii) and any amendments, modifications, extensions or renewals thereof which are no more onerous than the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(aexisting agreement). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham The Company is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham the Company entered into any such agreement, and Wyndham the Company will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham the Company from granting registration rights, which become exercisable from and after the ClosingClosings (as defined in the Securities Purchase Agreement), to any Person (a "Third Party") who becomes an owner of shares of any of Wyndhamthe Company's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii2(a)(ii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndhamthe Company) on the terms and for the period applicable to Wyndham the Company (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndhamthe Company's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on the terms restrictions and conditions imposed by law, (D) those arising under any Loan Document and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on the terms restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is The Borrower shall not, and shall not a party permit any of the Operating Subsidiaries or any other Subsidiary to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrower hereunder or by the performance by the Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrower from granting to the Bank a Lien on any of its assets, or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Borrower or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration (including, without limitation, restrictions or conditions apply only to the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if property or assets securing such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)Debt, and (iiC) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham is The Borrower shall not, and shall not a party permit any of its Subsidiaries to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any Contract containing any provision that would (i) cause a Default hereunder or be violated or breached by such agreement, and Wyndham will not on Person hereunder or after by the date of this Agreement modify in any manner adverse to the Holders any performance by such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after its obligations hereunder or under any other Loan Document, (ii) prohibit any such Person from granting to the date hereof Administrative Agent and the Lenders a Lien on any of its assets pursuant hereto or any other Loan Document or (including granting incidental registration rights iii) create or permit to exist or become effective any Lien or restriction on the ability of any such Person to (x) pay dividends or make other distributions to the Borrower, or pay any Indebtedness owed to the Borrower, (y) make loans or advances to the Borrower or (z) transfer any of its assets or properties to the Borrower; provided that the foregoing shall not apply to (A) any restrictions or conditions imposed by Law or the Loan Documents, (B) solely with respect to any Registration Statement required to be filed clause (iii) above, customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or maintained hereunderconsolidation) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide solely to the Holders extent that (x) are only in effect pending consummation of Registrable Securities who seek to participate in such registration (whether the acquisition or not such registration is initiated hereunder) rights no less favorable sale contemplated pursuant to such Holders than those rights agreement and (y) such restrictions or conditions (A) require the Borrower or any of its Subsidiaries to conduct its business in the ordinary course of business (with respect to such assets or businesses) pending the consummation of such transaction consistent with historic practices or (B) are only in effect (with respect to such assets or businesses) pending the consummation of such transaction; provided further that such restrictions and conditions apply only to the Holders hereunder as assets or property subject to such transaction (or, if such registration were a Required Registration (including, without limitationapplicable, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one conduct of business of the eight Required Registrations for purposes Borrower or such Subsidiaries with respect to such assets or businesses) and that such sale is permitted or, in the case of the limitations contained sale of the Borrower, such agreement contemplates the repayment in full of the second paragraph of Section 2(a)(i)Obligations hereunder, and (C) solely with respect to clauses (ii) the Third Party is required to enter into the agreements provided for and (iii)(z) above, customary provisions in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham contracts (including preventing sales pursuant without limitation leases and licenses of Intellectual Property) restricting the assignment thereof or, in the case of any lease or license, the sublease or sublicense or other disposition of the applicable leased or licensed property and (D) solely with respect to Rule 144 under the Securities Actclauses (ii) if requested and (iii) above, restrictions or conditions imposed by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any agreement governing secured Permitted Indebtedness, to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted extent that such restrictions or conditions apply only to the holders of Wyndham's other issued and outstanding securities under any property or assets securing such agreementsIndebtedness.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Company hereunder or by the performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting a Lien on any of its assets to Administrative Agent and the date hereof Lenders, other than (including granting incidental registration rights i) as contemplated by Section 9.29 or (ii) with respect to negative pledges and restrictions on Liens in favor of any Registration Statement required holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be filed secured by Liens on an equal and ratable, or maintained hereunderjunior, basis, or (c) if and only if create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Company or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as if such registration were a Required Registration (includingCompany or any other Subsidiary, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third make loans or advances to any Loan Party is required or (iii) transfer any of its assets or properties to enter into the any Loan Party, other than (A) customary restrictions and conditions contained in agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted relating to the Holders hereunder do not in sale of all or a substantial part of the assets of any way conflict with Subsidiary pending such sale, provided that such restrictions and are not inconsistent with the rights granted conditions apply only to the holders of Wyndham's Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other issued secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and outstanding securities under any such agreements(C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-pay dividends or make other distributions to Borrower or any other Loan Party's registration rights (including, without limitationor pay any Debt owed to Borrower or any other Loan Party, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt or the terms and for the period applicable Debt permitted to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities be incurred pursuant to Section 2(a). The rights granted 7.1(c) and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is Borrower shall not, and shall cause each of its Subsidiaries to not, and shall not a party permit any other Borrower Affiliate Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Borrower Affiliate Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document; (b) prohibit Borrower from granting to the date hereof Administrative Agent and the Lenders a Lien on any of its assets; (including granting incidental registration rights with respect c) restrict, or purport to restrict, the ability of any Registration Statement required Borrower Affiliate Party to be filed or maintained hereunder) if and only if (i) amend this Agreement or any other Loan Document, (ii) sell any of its assets or (iii) create or incur Indebtedness; or (d) create or permit to exist or become effective any encumbrance or restriction on the Third-ability of any Subsidiary of Borrower to (i) pay dividends or make other distributions to Borrower or any other Subsidiary of Borrower, or pay any Indebtedness owed to Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower Affiliate Party or (iii) transfer any of its assets or properties to any Borrower Affiliate Party's registration rights ; other than (including, without limitation, demand registration rightsw) provide customary restrictions and conditions contained in agreements relating to the Holders sale of Registrable Securities who seek to participate in all or a substantial part of the assets of any Subsidiary pending such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii))sale, provided, furtherthat such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, however(x) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, that capital leases and other secured Indebtedness permitted by this Agreement if such registration is not initiated by restrictions or conditions apply only to the Initial Holders property or assets securing such registration shall not be deemed one of Indebtedness, (y) customary provisions in leases and other contracts restricting the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), assignment thereof and (iiz) the Third Party is required any agreement relating to enter into the agreements provided for Permitted Refinancing Indebtedness in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders respect of Registrable Securities Indebtedness incurred pursuant to Section 2(a7.2.1(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham Not, and not permit any Subsidiary Loan Party that is not a party an obligor in respect of any Senior Debt to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on Company hereunder or after by the date of this Agreement modify in any manner adverse to performance by the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Company of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) [reserved] or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof ability of any Subsidiary to (including granting incidental registration rights i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Subsidiary Loan Party that is an obligor in respect of any Senior Debt or (iii) transfer any of its assets or properties to any Subsidiary, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by the JPM Credit Agreement, the definitive documentation relating to any Senior Debt or any Senior Funded Debt and any agreement relating to purchase money Debt, Financing Lease Obligations and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Subsidiary, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Subsidiary, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by any other Debt Incurred in reliance on Sections 11.1(c), (G) [reserved], (H) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (I) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) restrictions and conditions imposed by this Agreement or any other Loan Document, (K) [reserved] and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L K) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate such restrictions taken as a whole than those in such registration (whether or not such registration is initiated hereunder) rights no less favorable existence prior to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (includingamendment, without limitationmodification, the priority provisions contained in Section 2(a)(iii))restatement, providedrenewal, furtherincrease, howeversupplement, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)refunding, and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter replacement or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsrefinancing.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of Enter into any Contractual Obligation (other than this Agreement enter intoor any other Loan Document or any documentation governing Indebtedness permitted to be incurred pursuant to Section 2.18) that (i) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; or (ii) limits the ability (A) of any Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to any Loan Party, (B) of any agreement which conflicts with Subsidiary to Guarantee the provisions Indebtedness of this Agreement nor has Wyndham entered into any Loan Party or become a direct Borrower hereunder, or (C) of any Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreementPerson; provided, however, that nothing this Section 7.09 shall not prohibit limitations: (a) in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from respect of any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.01(e) or 7.01(u) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (b) in respect of customary restrictions and after the Closing, conditions contained in any agreement relating to any Person Disposition not prohibited hereunder (in which case such restrictions or conditions shall relate only to the applicable property) or otherwise relating to a "Third Party"Disposition that is conditioned upon the amendment, restatement or replacement of this Agreement or the repayment in full of amounts owing hereunder; (c) who becomes an owner consisting of shares restrictions regarding licenses or sublicenses by a Loan Party or a Subsidiary of a Loan Party of Intellectual Property in the Ordinary Course of Business (in which case such restrictions shall relate only to such Intellectual Property); (d) customary anti-assignment provisions found in Contractual Obligations entered into in the Ordinary Course of Business (e) in the Subordinated Indebtedness Documents or any documents governing a renewal, extension or refinancing thereof permitted by the terms of Wyndham's capital stock after the Intercreditor Agreement as in effect as of the Closing Date unless any amendment thereto is consented to by the Loan Parties; and (f) governing Indebtedness outstanding on the date hereof any Person first becomes a Subsidiary of Holdings (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders so long as such agreement was not entered into solely in contemplation of Registrable Securities who seek to participate in such registration (whether or not person becoming a Subsidiary of such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiiPerson)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham (a) The Company shall not (and shall ensure that no other member of the Group shall) enter into any indenture, agreement, instrument or other arrangement which: (i) directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the incurrence of the obligations of the Obligors under the Finance Documents, the amending of the Finance Documents or the ability of any Subsidiary of the Company (other than the Previous Parent) to: (A) pay dividends or make other distributions on its issued share capital; (B) make loans or advances to the Company; or (C) repay loans or advances from the Company except (x) restrictions and limitations imposed by Law or by the Finance Documents, (y) customary restrictions and limitations contained in agreements relating to the sale of a Subsidiary or its assets that is permitted hereunder, (z) restrictions and conditions imposed by agreements relating to the Financial Indebtedness of any Subsidiary in existence at the time such Subsidiary becomes a Subsidiary but not created in contemplation of or in connection with such Subsidiary becoming a Subsidiary (or any refinancing or amendment thereof that does not result in a materially more restrictive restriction or condition), provided that such restrictions and conditions apply only to such Subsidiary and its respective Subsidiaries, (aa) in the case of any Subsidiary that is not a wholly-owned Subsidiary, customary restrictions and conditions imposed by its organisational documents or any joint venture or similar agreement, (bb) solely for the first 60 days following the Term Loan Closing Date, restrictions set forth in any indenture, agreement, instrument or other arrangement to which the Target or any of its Subsidiaries is party and (cc) where, in the case of (A), (B) and (C), any such prohibition, restraint or imposition does not, or could not reasonably be expected to, and will not have a material adverse effect on the ability of the Company to comply with its payment obligations under the Finance Documents; or (ii) contains any provision which would be violated or after breached by the date making of this Agreement enter into, Loans or by the performance by any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Obligor of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities its obligations under any such agreementsFinance Document.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Significant Subsidiary (excluding any Foreign Subsidiary and any Securitization Subsidiary) to, and will not on or after the date of enter into any agreement (other than (x) this Agreement enter into, or any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into other Loan Document and (y) any such agreement, and Wyndham will not on or after the date of this Agreement modify financial covenant in any manner adverse to other agreement evidencing Debt permitted hereunder) that (a) would be violated or breached in any material respect by any borrowing, or the Holders obtaining of any such agreement; providedLetter of Credit, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after by the Closing, to Company hereunder or by the performance by the Company or any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its obligations hereunder or under any other Loan Document or (b) would prohibit the date hereof Company or any Significant Subsidiary (including excluding any Foreign Subsidiary and any Securitization Subsidiary) from granting incidental registration rights with respect to the Administrative Agent, for the benefit of the Banks, a Lien on any Registration Statement required to be filed or maintained hereunderof its assets (such prohibition, a “Negative Pledge”); provided that the foregoing clause (b) if and only if shall not prohibit any Negative Pledge: (i) the Third-Party's registration rights incurred or provided in favor of any holder of obligations secured by a Lien permitted under clause (includingb), without limitation, demand registration rights(c) provide (but only to the Holders extent the agreement governing the obligations secured by a Lien permitted by such clause (c) includes a Negative Pledge on the Effective Date), (d), (f), (g) or (i) of Registrable Securities who seek Section 10.8, in each case solely to participate in the extent any such registration Negative Pledge relates to (whether or not such registration is initiated hereunder1) rights no less favorable the property subject to such Holders than those rights provided Lien, (2) the agreement giving rise to the Holders hereunder as if such registration were a Required Registration Negative Pledge and/or (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one 3) identifiable proceeds of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and foregoing; (ii) covering assets licensed or sublicensed to the Third Party Company or any Subsidiary; (iii) under any agreement to which a Person is required bound at the time such Person becomes a Subsidiary of the Company pursuant to enter a Permitted Acquisition, which agreement was in effect prior to such Permitted Acquisition and was not entered into solely in contemplation of such Person becoming a Subsidiary of the agreements provided for Company; (iv) under customary non-assignment provisions in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham contracts (including preventing sales pursuant leases) entered into in the ordinary course of business and consistent with past practices; (v) imposed by law or contained in any Loan Document; or (vi) under customary restrictions and conditions contained in agreements relating to Rule 144 under a sale of assets (including stock of a Significant Subsidiary) pending such sale, provided that (I) such restrictions and conditions apply only to the Securities Actassets that are to be sold and (II) if requested such sale is permitted hereunder; provided that the foregoing shall not permit (A) any Negative Pledge after the termination thereof, (B) any Negative Pledge to the extent such Negative Pledge is rendered ineffective by the sole Underwriter Uniform Commercial Code or lead managing Underwriter in an Underwritten Offering initiated by Holders other applicable law or (C) any modification to any Negative Pledge that increases the scope of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassets covered thereby.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or the ACF Loan Documents or any loan documents governing an Equivalent Credit Line as if it were Wyndhamapproved by Agent and (E) on the terms and customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.disposition is permitted hereunder. #35074903_v10

Inconsistent Agreements. Wyndham is not a party The Borrower shall not, nor shall it permit any Subsidiary to, and will not enter into any indenture, agreement, instrument or other arrangement (other than (t) the Acquisition Credit Agreement as in effect on or after the date of this Agreement enter intohereof, (u) the Existing Credit Agreement, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and (z) other agreements governing the Indebtedness (including, but not limited to, any agreement which conflicts with guarantees) of the provisions Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (a) directly or indirectly prohibits or restrains, or has the effect of this prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to secure the Obligations (other than agreements by the Borrower that it will grant Liens to secure any Swap Agreement nor has Wyndham entered into any such agreementto the same extent as, and Wyndham will not pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents or the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (i) pay dividends or make other distributions on its capital stock, (ii) make loans or after the date of this Agreement modify in any manner adverse advances to the Holders Borrower or (iii) repay loans or advances from the Borrower or (b) contains any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, provision which become exercisable from and after would be violated or breached by the Closing, to making of Loans or by the performance by the Borrower or any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities its obligations under any such agreementsLoan Document.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Restricted Subsidiary to, and will not on enter into any agreement, document or instrument after the date of this Agreement enter into, Closing Date containing any agreement provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on Borrower hereunder or after by the date of this Agreement modify in any manner adverse to performance by the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Borrower of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrower or any Restricted Subsidiary from granting to the Administrative Agent and the Lenders, a Lien on any of its assets (including other than any provision in any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, Nonrecourse Debt or Permitted Receivables Transactions that prohibits the Borrower or such Restricted Subsidiary from granting incidental registration rights a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with respect such financing), or (c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Restricted Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any other Restricted Subsidiary, (ii) make loans or advances to the Borrower or any Restricted Subsidiary or (iii) transfer any of Registrable Securities who seek its assets or properties to participate the Borrower or any Restricted Subsidiary, other than, in each case of clause (a) through (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such registration sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (whether B) restrictions or not such registration is initiated hereunder) rights no less favorable to such Holders conditions, other than those rights provided prohibited by clause (b), imposed by any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, Nonrecourse Debt, Permitted Receivables Transactions and other secured Debt permitted by this Agreement and, (C) restrictions or conditions, other than those prohibited by clause (b), imposed by any agreement relating to other Debt not prohibited by Section 7.01, to the Holders hereunder as if extent such registration were a Required Registration (including, without limitation, restrictions are not materially more restrictive than the priority provisions restrictions contained in Section 2(a)(iii))this Agreement, provided, further, however, that if such registration is not initiated as determined in good faith by the Initial Holders Borrower, (D) any agreement in effect at the time a Person becomes a Restricted Subsidiary, so long as such registration shall agreement was not be deemed one entered into in contemplation of such Person becoming a Restricted Subsidiary, (E) any restrictions imposed pursuant to the eight Required Registrations for purposes of Triumph Acquisition Agreement, (F) restrictions or conditions in the limitations documentation governing any Senior Notes that are not materially more restrictive than the restrictions contained in the second paragraph of Section 2(a)(i)Senior Notes Indenture, as determined in good faith by the Borrower, and (iiG) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham is not a party toBorrower will not, and will not on or after the date of this Agreement permit any Obligor to, enter into, into any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof containing any provision which would (including a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any Obligor of any of its obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any Subsidiary from granting incidental registration rights with respect to Administrative Agent, for the benefit of the Lenders, a Lien on any Registration Statement required of its assets or (c) create or permit to be filed exist or maintained hereunder) if and only if become effective any encumbrance or restriction on the ability of any Subsidiary to (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Restricted Subsidiary, without limitationor pay any indebtedness to Borrower or any other Restricted Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any Restricted Subsidiary or (iii) transfer any of its assets or properties to Borrower or any Restricted Subsidiary other than (a) this Agreement and the Third Party is required to enter into other Loan Documents, (b) any agreements entered in the agreements provided for ordinary course of business governing any Liens or Capital Lease otherwise expressly permitted hereby (in Section 3 hereof (as if it were Wyndham) on the terms and for the period which case, any prohibition or limitation shall only be applicable to Wyndham the assets financed thereby), (including preventing sales pursuant to Rule 144 under the Securities Actc) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders provisions of Registrable Securities pursuant to Section 2(a). The rights granted applicable law, (d) customary nonassignment provisions as to the Holders hereunder do not assets financed in any way conflict with and lease governing a leasehold interest or in any other contracts which are not inconsistent with the rights granted material to the holders business and operations of Wyndham's other issued the Borrower or its Subsidiaries which are a party to such agreement and outstanding securities under any (e) customary restrictions and conditions contained in agreements relating to the sale of all or substantially all of the stock or assets of such agreementsSubsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is expressly permitted hereunder.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of Enter into any Contractual Obligation (other than this Agreement enter intoor any other Loan Document) that (i) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person or (ii) limits the ability (A) of any Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to any Loan Party, (B) of any agreement which conflicts with Subsidiary to Guarantee the provisions Indebtedness of this Agreement nor has Wyndham entered into any Loan Party or become a direct Borrower hereunder, or (C) of any Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreementPerson; provided, however, that nothing this Section 7.09 shall not prohibit limitations: (a) in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from respect of any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.01(e) or 7.01(u) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (b) in respect of customary restrictions and after the Closing, conditions contained in any agreement relating to any Person Disposition not prohibited hereunder (in which case such restrictions or conditions shall relate only to the applicable property) or otherwise relating to a "Third Party"Disposition that is conditioned upon the amendment, restatement or replacement of this Agreement or the repayment in full of amounts owing hereunder; (c) who becomes an owner consisting of shares restrictions regarding licenses or sublicenses by a Loan Party or a Subsidiary of a Loan Party of Intellectual Property in the Ordinary Course of Business (in which case such restrictions shall relate only to such Intellectual Property); (d) customary anti-assignment provisions found in Contractual Obligations entered into in the Ordinary Course of Business; (e) in the Senior Indebtedness Documents or any documents governing a renewal, extension or refinancing thereof permitted by the terms of Wyndham's capital stock after the Intercreditor Agreement as in effect as of the Closing Date unless any amendment thereto is consented to by the Loan Parties; and (f) governing Indebtedness outstanding on the date hereof any Person first becomes a Subsidiary of Holdings (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders so long as such agreement was not entered into solely in contemplation of Registrable Securities who seek to participate in such registration (whether or not person becoming a Subsidiary of such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiiPerson)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham Not, and not permit any Subsidiary to, enter into any agreement containing any provision which would (a)to the extent constituting a Material Contract, be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document, (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is not a party to be disposed of and such disposition is permitted hereunder, (F) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (G) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any Permitted License or any other agreement entered into in the ordinary course of business, (H) customary provisions in joint venture agreements and other similar agreements applicable to, and will not on agreements evidencing Debt of, Joint Ventures permitted under Section 7.10 and applicable solely to the assets of such Joint Ventures, so long as such provisions and restrictions remain in effect, (I) restrictions or after the date of this Agreement enter into, encumbrances in any agreement which conflicts with in effect at the provisions of this Agreement nor has Wyndham time such Person becomes a Subsidiary, so long as such agreement was not entered into any in contemplation of such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (becoming a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)Subsidiary, and (iiJ) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsPermitted Convertible Bond Indebtedness.

Inconsistent Agreements. Wyndham is Borrower agrees that it will not, and not a party permit any other Parent Entity to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Credit Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Parent Entity from granting to Administrative Agent and the date hereof Lenders, a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to any Parent Entity, without limitationor pay any Indebtedness owed to any Parent Entity, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required make loans or advances to enter into the any Parent Entity or (iii) transfer any of its assets or properties to any Parent Entity, other than (A) customary restrictions and conditions contained in agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted relating to the Holders hereunder do not in sale of all or a substantial part of the assets of any way conflict with Subsidiary of Parent (other than Borrower) pending such sale, provided that such restrictions and are not inconsistent with the rights granted conditions apply only to the holders of Wyndham's Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other issued secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and outstanding securities under any such agreements(C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Wyndham Each of the Borrowers shall not, and shall not permit any of its Subsidiaries to, enter into or become or remain subject to any restriction on the ability of such Borrower or such Subsidiary to make dividends or distributions in cash or kind to such Borrower or such Subsidiary, to make loans, advances or other payments of whatsoever nature to such Borrower or such Subsidiary, or to make transfers or distributions of all or any part of its assets to such Borrower or such Subsidiary either in its Governing Documents or in any agreement or contract to which it is not a party to(other than restrictions in this Credit Agreement, the other Loan Documents, the Existing Lease Financing Guarantee and will not on the New Master Agreement), nor shall any of them enter into any indenture, agreement, instrument or after other arrangement which, (a) directly or indirectly prohibits or restrains, or has the date effect of this Agreement enter intoprohibiting or restraining, or could reasonably be expected to impose materially adverse conditions upon, the incurrence of the Obligations under the Loan Documents, any agreement which conflicts with the provisions of this Credit Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on (including without limitation ss. 6 hereof) or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares amending of any of Wyndham's capital stock after the date hereof Loan Documents, (including granting incidental registration rights b) contains any provision which would be violated or breached by the making of Loans to any Borrower, the incurrence of Indebtedness by any Borrower hereunder, or by the performance by any Borrower or any of its Subsidiaries of any of its obligations under any Loan Document or (c) directly or indirectly prohibits any of the Borrowers or any of its Subsidiaries from creating, assuming or incurring any Lien securing the Obligations upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under ss. 9.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or such Subsidiary in the ordinary course of its business and (iii) restrictions in this Credit Agreement, the other Loan Documents, the Existing Lease Financing Guarantee, the New Master Agreement, the private placement offering permitted by ss. 9.1(l) and, with respect to any Registration Statement required to be filed or maintained hereunder) if the assets of Foreign Subsidiaries, agreements in respect of Indebtedness of Foreign Subsidiaries set -98- forth on Schedule 9.1 hereto and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders agreements in respect of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiiIndebtedness of Foreign Subsidiaries permitted under ss. 9.1(i)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is not a party The Borrower shall not, nor shall it permit any Subsidiary to, and will not enter into any indenture, agreement, instrument or other arrangement (other than (u) the Existing Credit Agreement as in effect on or after the date of this Agreement enter intohereof, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and (z) other agreements governing the Indebtedness (including, but not limited to, any agreement which conflicts with guarantees) of the provisions Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (a) directly or indirectly prohibits or restrains, or has the effect of this prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to secure the Obligations (other than agreements by the Borrower that it will grant Liens to secure any Swap Agreement nor has Wyndham entered into any such agreementto the same extent as, and Wyndham will not pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents or the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (i) pay dividends or make other distributions on its capital stock, (ii) make loans or after the date of this Agreement modify in any manner adverse advances to the Holders Borrower or (iii) repay loans or advances from the Borrower or (b) contains any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, provision which become exercisable from and after would be violated or breached by the Closing, to making of Loans or by the performance by the Borrower or any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities its obligations under any such agreementsLoan Document.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Company hereunder or by the performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting a Lien on any of its assets to the date hereof Administrative Agent and the Lenders or (including granting incidental registration rights c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by law, (E) restrictions and conditions binding on any Registration Statement required to be filed person in existence at the time such person first became a Loan Party, so long as such restrictions or maintained hereunderconditions were not entered into in contemplation of such person becoming a Loan Party, (F) if solely in the case of clauses (b) and only if (ic)(iii), restrictions and conditions imposed by the 2017 Senior Notes Indenture, the 2022 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the Third-Party's registration rights (includingcase of the New Senior Notes Indenture, without limitationthe credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), demand registration rights) provide to the Holders of Registrable Securities who seek to participate in extent such registration (whether or restrictions and conditions are not such registration is initiated hereunder) rights no less favorable to such Holders materially more restrictive, taken as a whole, than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations any restrictions and conditions contained in the second paragraph of Section 2(a)(i2017 Senior Notes Indenture and the 2022 Senior Notes Indenture), (G) solely in the case of clauses (b) and (iic)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the Third Party is required case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on extent any negative pledge relates to the terms and property secured by such Lien or that expressly permits Liens for the period applicable benefit of the Administrative Agent and the Lenders with respect to Wyndham (including preventing sales pursuant to Rule 144 the Loans and the Obligations under the Securities Act) if requested by Loan Documents on a senior basis without the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the requirement that such holders of Wyndham's such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other issued similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and outstanding securities under (K) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (K) above; provided that such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is The Borrowers shall not a party to, and will shall not on or after the date of this Agreement permit any Subsidiary to enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrowers hereunder or by the performance by the Borrowers or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrowers or any Subsidiary from granting to the Bank a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Borrowers or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as Borrowers or any other Subsidiary, (ii) make loans or advances to the Borrowers or any other Subsidiary, or (iii) transfer any of its assets or properties to the Borrowers or any other Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration (including, without limitation, restrictions or conditions apply only to the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if property or assets securing such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)Debt, and (iiC) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party or its Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and will not the Lenders, a Lien on any of its assets or after (c) create or permit to exist or become effective any encumbrance or restriction on the date ability of any Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof; provided that, the foregoing restrictions set forth in clauses (a), (b) and (c) of this Agreement enter intoSection 7.09 shall not apply to any prohibition, encumbrance, restriction, limitation or condition imposed by any agreement which conflicts or instrument evidencing Indebtedness permitted under this Agreement, so long as any such prohibition, encumbrance, restriction, limitation or condition permits and does not limit or restrict the financings evidenced by the Loan Documents (including all grants of Collateral in connection herewith and all payments of principal, interest, fees, costs and expenses required hereby), and so long as such prohibitions, encumbrances, restrictions, limitations and conditions, taken as a whole, are not more restrictive or limiting than those set forth in the Loan Documents (with the provisions understanding that covenants of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will the type customarily included in agreements or instruments related to high-yield or non-investment grade debt shall be deemed to be not on more restrictive or after limiting than those set forth in the date of this Agreement modify in any manner adverse to the Holders any such agreementLoan Documents; provided, however, that nothing to the extent any such specific covenant imposed by any agreement or instrument evidencing other Indebtedness permitted by this Agreement is in fact more restrictive or limiting than the corresponding covenant contained in this sentence Agreement, then such specific covenant shall prohibit Wyndham from granting registration rightsbe deemed, which become exercisable from automatically and after the Closingwithout further action, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect be included in this Agreement and to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide apply to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to Loan Parties and the Holders hereunder Obligations as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiifully set forth herein)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Not, and not a party suffer or permit the Holders or any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (i) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrower hereunder or by the performance by the Holders, the Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (ii) prohibit the date hereof (including Holders, the Borrower or any other Loan Party from granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders Agent and the Lender a Lien on any of Registrable Securities who seek to participate in such registration its assets that constitute Collateral or (whether or not such registration is initiated hereunderiii) rights no less favorable to such Holders other than those rights provided pursuant to the Holders hereunder as if such registration were a Required Registration Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (includingx) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiary, without limitationor pay any Debt owed to the Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to the priority provisions contained in Section 2(a)(iii))Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to the Borrower or any Wholly-Owned Subsidiary, providedexcept, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 2(a)(i)7.1(b) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (iid) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms prohibitions and for the period applicable to Wyndham (including preventing sales limitations that exist pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsApplicable Law.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Affiliated Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Affiliated Party of any of its Obligations hereunder or under any other Loan Document, or (b) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Affiliated Party or (iii) transfer any of its assets or properties to any Affiliated Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases, Junior Capital and other Debt permitted by this Agreement, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) Liens securing Indebtedness otherwise permitted to be incurred, under the provisions of this Agreement nor has Wyndham entered into any Section 11.2 hereof that limit the right of the debtor to dispose of the assets subject to such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreementLiens; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party"E) who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights provisions with respect to any Registration Statement required the disposition or distribution of assets or property in joint venture agreements asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (F) restrictions on deposits (to be filed or maintained the extent permitted hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated imposed by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained customers under contracts entered into in the second paragraph ordinary course of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsbusiness.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Significant Subsidiary (excluding any Foreign Subsidiary and any Securitization Subsidiary) to, and will not on or after the date of enter into any agreement (other than (x) this Agreement enter into, or any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into other Loan Document and (y) any such agreement, and Wyndham will not on or after the date of this Agreement modify financial covenant in any manner adverse to other agreement evidencing Debt permitted hereunder) that (a) would be violated or breached in any material respect by the Holders making of the Loans, or by the performance by the Company or any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its obligations hereunder or under any other Loan Document, or (b) would prohibit the date hereof Company or any Significant Subsidiary (including excluding any Foreign Subsidiary and any Securitization Subsidiary) from granting incidental registration rights with respect to the Administrative Agent, for the benefit of the Banks, a Lien on any Registration Statement required to be filed or maintained hereunderof its assets (such prohibition, a “Negative Pledge”); provided that the foregoing clause (b) if and only if shall not prohibit any Negative Pledge: (i) the Third-Party's registration rights incurred or provided in favor of any holder of obligations secured by a Lien permitted under clause (includingb), without limitation, demand registration rights(c) provide (but only to the Holders extent the agreement governing the obligations secured by a Lien permitted by such clause (c) included a Negative Pledge on Xxxxx 00, 0000), (x), (x), (x) or (i) of Registrable Securities who seek Section 10.8, in each case solely to participate in the extent any such registration Negative Pledge relates to (whether or not such registration is initiated hereunder1) rights no less favorable the property subject to such Holders than those rights provided Lien, (2) the agreement giving rise to the Holders hereunder as if such registration were a Required Registration Negative Pledge and/or (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one 3) identifiable proceeds of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and foregoing; (ii) covering assets licensed or sublicensed to the Third Party Company or any Subsidiary; (iii) under any agreement to which a Person is required bound at the time such Person becomes a Subsidiary of the Company pursuant to enter a Permitted Acquisition, which agreement was in effect prior to such Permitted Acquisition and was not entered into solely in contemplation of such Person becoming a Subsidiary of the agreements provided for Company; (iv) under customary non-assignment provisions in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham contracts (including preventing sales pursuant leases) entered into in the ordinary course of business and consistent with past practices; (v) imposed by law or contained in any Loan Document; or (vi) under customary restrictions and conditions contained in agreements relating to Rule 144 under a sale of assets (including stock of a Significant Subsidiary) pending such sale, provided that (I) such restrictions and conditions apply only to the Securities Actassets that are to be sold and (II) if requested such sale is permitted hereunder; provided that the foregoing shall not permit (A) any Negative Pledge after the termination thereof, (B) any Negative Pledge to the extent such Negative Pledge is rendered ineffective by the sole Underwriter Uniform Commercial Code or lead managing Underwriter in an Underwritten Offering initiated by Holders other applicable law or (C) any modification to any Negative Pledge that increases the scope of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassets covered thereby.

Inconsistent Agreements. Wyndham is No Borrower shall and shall not a party permit any Subsidiary to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by any Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by any such agreement, and Wyndham will not on Borrower or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Borrower or any Subsidiary from granting to the date hereof Bank a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any Debt owed to any Borrower or any other Subsidiary, (includingii) make loans or advances to any Borrower or any other Subsidiary, without limitationor (iii) transfer any of its assets or properties to any Borrower or any other Subsidiary, demand registration rightsother than (A) provide customary restrictions and conditions contained in agreements relating to the Holders sale of Registrable Securities who seek to participate in all or a substantial part of the assets of any Subsidiary pending such registration (whether or not sale, provided that such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided restrictions and conditions apply only to the Holders hereunder as Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration (including, without limitation, restrictions or conditions apply only to the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if property or assets securing such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)Debt, and (iiC) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham Not, and not permit any Subsidiary to, enter into any loan or credit agreement, indenture or other material instrument or document containing any provision which (i) would be violated or breached by any borrowing, or the obtaining of any Letter of Credit, by any Borrower hereunder or by the performance by the Parent, the Company or any other Subsidiary of any of its obligations hereunder or under any other Loan Document or (ii) would prohibit the Parent, the Company or any other Domestic Subsidiary or any Foreign Borrower from granting to the Administrative Agent, for the benefit of the Lenders, a Lien on any Collateral (as defined in any Collateral Document), other than: (a) in the case of clause (ii) above, any prohibition set forth in an agreement evidencing Debt permitted by Section 10.7(c), 10.7(e), 10.7(h), 10.7(j), 10.7(m) or 10.7(p) or a Lien permitted by Section 10.8, to the extent the restriction with respect to such Lien relates only to the asset or assets subject to such Lien; (b) customary non-assignment and non-subletting provisions in (A) leases and (B) other agreements in the ordinary course of business, in each case not prohibited by the terms of this Agreement; (c) any prohibition applicable solely to the property or assets of any Foreign Subsidiary; (d) any prohibition pursuant to customary agreements providing for the licensing of intellectual property by third parties to the Parent or any Subsidiary in the ordinary course of business that restricts the sublicensing, pledge, transfer or assignment of the licensee’s rights thereunder; (e) customary restrictions on cash or other deposits (including escrowed funds) received by the Parent or any Subsidiary in the ordinary course of business; (f) customary restrictions set forth in joint venture agreements and other similar agreements concerning joint ventures and applicable solely to such joint venture; (g) customary restrictions and conditions relating to the sale of a Subsidiary pending such sale and applicable solely to such Subsidiary; (h) customary restrictions and conditions contained in any agreement relating to the disposition of any property pending the consummation of such disposition; (i) restrictions set forth in any agreement relating to an asset being acquired existing at the time of acquisition or a Subsidiary existing at the time such Subsidiary is merged, consolidated or amalgamated with or into, or acquired by, the Company or any Subsidiary or becomes a Subsidiary and, in each case, not in contemplation thereof; (j) restrictions contained in any trading, netting, operating, construction, service, supply, purchase, credit card, credit card processing service, debit card, stored value card, purchase card (including a so-called “procurement card” or “P-card”) or other agreement to which the Parent or any of its Subsidiaries is a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Parent or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder, the accounts associated with such agreement, or the proceeds thereof and Wyndham will does not on extend to any other asset or after property of the date Parent or such Subsidiary or the assets or property of any other Subsidiary; (k) restrictions (A) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Subsidiary not otherwise prohibited by this Agreement modify (so long as such limitation or restriction applies only to the property or assets subject to such transfer, agreement to transfer, option, right or Lien), (B) contained in mortgages, pledges or other security agreements securing Indebtedness of a Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any manner adverse reciprocal easement agreements of the Parent or any Subsidiary, (D) pursuant to the Holders customary provisions in any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof swap or derivative transactions (including granting incidental registration rights any Swap Agreement), or (E) pursuant to customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Parent has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of Parent and its Subsidiaries to meet their ongoing obligations; (l) with respect to any Registration Statement required to be filed or maintained hereunder) if and only if clause (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations above for purposes of the limitations contained in the second paragraph of Section 2(a)(iSections 10.7(h), and 10.8 and with respect to clause (iiix) above, any encumbrances or restrictions of the Third Party is required type referred to enter into above imposed by amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable contracts, instruments or obligations referred to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder above that do not in any way conflict with and are not inconsistent with materially expand the rights granted to the holders scope of Wyndham's other issued and outstanding securities under any such agreementsrestriction or condition, taken as a whole so long as the principal amount of the obligations evidenced thereby is not increased (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith).

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration registra tion rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities securi ties under any such agreements.

Inconsistent Agreements. Wyndham is Except as otherwise permitted by this Agreement or the other Loan Documents, not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, except where such violation or breach would not constitute an Event of Default under Section 8.1.2 and could not reasonably be expected to have a Material Adverse Effect, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its Collateral or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third make loans or advances to Borrower or any other Loan Party is required or (iii) transfer any of its assets or properties to enter into the Borrower or any other Loan Party other than (A) customary restrictions and conditions contained in agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted relating to the Holders hereunder do sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the Person obligated on such Debt or property or assets securing such Debt, (C) customary provisions in leases, licenses and other contracts restricting the assignment, licensing, subletting or transfer thereof, (D) provisions in joint venture agreements and similar agreements relating to joint ventures as they relate to clauses (b), (c)(i) and (c)(iii) above, (E) restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with Acquisitions not prohibited hereunder, (F) customary restrictions in documents, instruments and agreements evidencing Subordinated Debt (other than Permitted Earn Outs) restrictions imposed by applicable law or (G) encumbrances or restrictions imposed by any way conflict with and amendments, modifications, restatements, renewals, supplements, replacement of any of the foregoing so long as such encumbrances or restrictions, taken as a whole, are not inconsistent with the rights granted more restrictive than those prior to the holders of Wyndham's other issued and outstanding securities under any such agreementsamendments, modifications, restatements, renewals, supplements, or replacements.

Inconsistent Agreements. Wyndham is The Borrower shall not, and shall cause each of its Subsidiaries to not, and not a party permit any other Borrower Affiliate Party to, and will not on or after the date of this Agreement enter into, into any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse (except agreements relating to the Holders Permitted Senior Debt or the Permitted Mezzanine Debt) containing any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, provision which become exercisable from and after would (a) be violated or breached by any borrowing by the Closing, to Borrower hereunder or by the performance by any Person (a "Third Party") who becomes an owner of shares Borrower Affiliate Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrower from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary of Borrower to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders Borrower or any other Subsidiary of Registrable Securities who seek to participate in such registration (whether Borrower, or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided pay any Indebtedness owed to the Holders hereunder as if such registration were a Required Registration (includingBorrower or any other Subsidiary, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third make loans or advances to any Borrower Affiliate Party is required or (iii) transfer any of its assets or properties to enter into the any Borrower Affiliate Party, other than (a) customary restrictions and conditions contained in agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted relating to the Holders hereunder do not in sale of all or a substantial part of the assets of any way conflict with Subsidiary pending such sale, provided that such restrictions and are not inconsistent with the rights granted conditions apply only to the holders of Wyndham's Subsidiary to be sold and such sale is permitted hereunder, (b) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, capital leases and other issued secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and outstanding securities under any such agreements(c) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Wyndham (a) The Company shall not (and shall ensure that no other member of the Group shall) enter into any indenture, agreement, instrument or other arrangement which: (i) directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the incurrence of the obligations of the Obligors under the Finance Documents, the amending of the Finance Documents or the ability of any Subsidiary of the Company to: (A) pay dividends or make other distributions on its issued share capital; (B) make loans or advances to the Company; or (C) repay loans or advances from the Company except (x) restrictions and limitations imposed by Law or by the Finance Documents, (y) customary restrictions and limitations contained in agreements relating to the sale of a Subsidiary or its assets that is permitted hereunder, (z) restrictions and conditions imposed by agreements relating to the Financial Indebtedness of any Subsidiary in existence at the time such Subsidiary becomes a Subsidiary but not created in contemplation of or in connection with such Subsidiary becoming a Subsidiary (or any refinancing or amendment thereof that does not result in a materially more restrictive restriction or condition), provided that such restrictions and conditions apply only to such Subsidiary and its respective Subsidiaries, (aa) in the case of any Subsidiary that is not a wholly-owned Subsidiary, customary restrictions and conditions imposed by its organisational documents or any joint venture or similar agreement, (bb) solely for the first 60 days following the Term Loan Closing Date, restrictions set forth in any indenture, agreement, instrument or other arrangement to which the Target or any of its Subsidiaries is party and (cc) where, in the case of (A), (B) and (C), any such prohibition, restraint or imposition does not, or could not reasonably be expected to, and will not have a material adverse effect on the ability of the Company to comply with its payment obligations under the Finance Documents; or (ii) contains any provision which would be violated or after breached by the date making of this Agreement enter into, Loans or by the performance by any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Obligor of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities its obligations under any such agreementsFinance Document.

Inconsistent Agreements. Wyndham The Company is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham the Company entered into any such agreement, and Wyndham the Company will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham the Company from granting registration rights, which become exercisable from and after the ClosingClosings (as defined in the 17 173 Securities Purchase Agreement), to any Person (a "Third Party") who becomes an owner of shares of any of Wyndhamthe Company's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii2(a)(ii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndhamthe Company) on the terms and for the period applicable to Wyndham the Company (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndhamthe Company's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Each Issuer covenants that it will not, and not a party permit any of its Subsidiaries to, enter into any agreement containing any provision which would (i) be violated or breached by the issuance and will not sale of Notes hereunder or by the performance by any Issuer or Guarantor of any of its obligations hereunder or under any other Transaction Document, (ii) prohibit the Company or any of its Subsidiaries from granting to the Collateral Agent, for the ratable benefit of the Banks and the holders of the Notes and Other Prudential Notes, a Lien on any of its assets or after (iii) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (b) make loans or advances to the Company or any of its Subsidiaries, or (c) transfer any of its assets or properties to the Company or any of its Subsidiaries, other than (w) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (x) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (y) restrictions or conditions imposed by the Credit Agreement or the Other Note Agreement, so long as no more restrictive than the equivalent restrictions and conditions contained in this Agreement and (z) customary provisions in leases and other contracts restricting the assignment thereof.” 1. 8The last sentence of Paragraph 8A(1) is amended and restated as follows: “As of the date of this Agreement enter intoclosing no Subsidiary of the Company, any agreement which conflicts with other than the provisions Issuers as of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; providedclosing, howeveris a borrower, that nothing in this sentence shall prohibit Wyndham from granting registration rightsco-borrower, which become exercisable from and after the Closingobligor or co-obligor under, to any Person (or has a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights Contingent Liability with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitationDebt under, the priority provisions contained in Section 2(a)(iii))Credit Agreement or the Other Note Agreement.” 1. 9The penultimate sentence of Paragraph 8B is amended by replacing the reference of “June 3, provided2017” therein with “March 1, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements2022”.

Inconsistent Agreements. Wyndham is The Obligors shall not, and shall not a party permit any of their Subsidiaries to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any Contract containing any provision that would (i) cause a Default hereunder or be violated or breached by such agreement, and Wyndham will not on Person hereunder or after by the date of this Agreement modify in any manner adverse to the Holders any performance by such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after its obligations hereunder or under any other Loan Document, (ii) prohibit any such Person from granting to the date hereof Administrative Agent and the Lenders a Lien on any of its assets pursuant hereto or any other Loan Document or (including granting incidental registration rights iii) create or permit to exist or become effective any Lien or restriction on the ability of any such Person to (x) pay dividends or make other distributions to any Obligor, or pay any Indebtedness owed to any Obligor, (y) make loans or advances to the Borrower or (z) transfer any of its assets or properties to the Parent Guarantor or the Borrower; provided that the foregoing shall not apply to (A) any restrictions or conditions imposed by Law or the Loan Documents, (B) solely with respect to any Registration Statement required to be filed clause (iii) above, customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or maintained hereunderconsolidation) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide solely to the Holders extent that (x) are only in effect pending consummation of Registrable Securities who seek to participate in such registration (whether the acquisition or not such registration is initiated hereunder) rights no less favorable sale contemplated pursuant to such Holders than those rights agreement and (y) such restrictions or conditions (A) require any Obligor or any of its Subsidiaries to conduct its business in the ordinary course of business (with respect to such assets or businesses) pending the consummation of such transaction consistent with historic practices or (B) are only in effect (with respect to such assets or businesses) pending the consummation of such transaction; provided further that such restrictions and conditions apply only to the Holders hereunder as assets or property subject to such transaction (or, if such registration were a Required Registration (including, without limitationapplicable, the priority provisions contained conduct of business of any Obligor or such Subsidiaries with respect to such assets or businesses) and that such sale is permitted or, in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one case of the eight Required Registrations for purposes sale of the limitations contained Parent Guarantor or the Borrower, such agreement contemplates the repayment in full of the second paragraph of Section 2(a)(i)Obligations hereunder, and (C) solely with respect to clauses (ii) the Third Party is required to enter into the agreements provided for and (iii)(z) above, customary provisions in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham contracts (including preventing sales pursuant without limitation leases and licenses of Intellectual Property) restricting the assignment thereof or, in the case of any lease or license, the sublease or sublicense or other disposition of the applicable leased or licensed property and (D) solely with respect to Rule 144 under the Securities Actclauses (ii) if requested and (iii) above, restrictions or conditions imposed by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any agreement governing secured Permitted Indebtedness, to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted extent that such restrictions or conditions apply only to the holders of Wyndham's other issued and outstanding securities under any property or assets securing such agreementsIndebtedness.

Inconsistent Agreements. Wyndham Each of the Lessees and the Guarantors shall not, and shall not permit any of its Subsidiaries to, enter into or become or remain subject to any restriction on the ability of such Lessee, such Guarantor or such Subsidiary to make dividends or distributions in cash or kind to such Lessee, such Guarantor or such Subsidiary, to make loans, advances or other payments of whatsoever nature to such Lessee, such Guarantor or such Subsidiary, or to make transfers or distributions of all or any part of its assets to such Lessee, such Guarantor or such Subsidiary either in its Governing Documents or in any agreement or contract to which it is not a party to(other than restrictions in this Master Agreement, the other Operative Documents, the Existing Lease Financing Guarantee and will not on the Revolving Credit Agreement), nor shall any of them enter into any indenture, agreement, instrument or after other arrangement which, (a) directly or indirectly prohibits or restrains, or has the date effect of this Agreement enter intoprohibiting or restraining, or could reasonably be expected to impose materially adverse conditions upon, the incurrence of the Obligations under the Operative Documents, any agreement which conflicts with the provisions of this Master Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares amending of any of Wyndham's capital stock after the date hereof Operative Documents, (including granting incidental registration rights b) contains any provision which would be violated or breached by the making of Fundings to any Lessee or the Construction Agent, the incurrence of Indebtedness by any Lessee hereunder, or by the performance by any Lessee, any Guarantor or any of its Subsidiaries of any of its obligations under any Operative Document or (c) directly or indirectly prohibits any of the Lessees, Guarantors or any of their Subsidiaries from creating, assuming or incurring any Lien securing the Obligations upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 5.17, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Lessee, such Guarantor or such Subsidiary in the ordinary course of its business, and (iii) restrictions in this Master Agreement, the other Operative Documents, the Existing Lease Financing Guarantee, the Revolving Credit Agreement and the other Loan Documents (as defined in the Revolving Credit Agreement), the private placement offering permitted by Section 5.16(l) and, with respect to any Registration Statement required to be filed or maintained hereunder) if the assets of Foreign Subsidiaries, agreements in respect of Indebtedness of Foreign Subsidiaries set forth on Schedule 5.16 hereto and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders agreements in respect of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Indebtedness of Foreign Subsidiaries permitted under Section 2(a)(iii5.16(i)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on including without limitation any amendments to existing agreements, containing any provision which would (a) be violated or after breached by any borrowing by the date of this Agreement modify in Company hereunder or by the performance by any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets, now or hereafter acquired, or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Company or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as if such registration were a Required Registration Company or any other Subsidiary, (including, without limitation, ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party; (x) except (in respect of any of the priority provisions matters referred to in clauses (b) and (c) above only) for (A) customary restrictions and conditions contained in Section 2(a)(iii))agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided, furtherthat, howeversuch restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, that (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases, Joint Venture agreements (created in the ordinary course consistent with past practices) and other contracts restricting the assignment thereof, (D) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business and (E) any agreement in effect at the time that any Subsidiary is not initiated acquired by the Initial Holders Company, so long as such registration shall agreement was not be deemed one entered into in contemplation of such Person becoming a Subsidiary and (y) except (in respect of the eight Required Registrations matter described in clause (c)(i) above only) for purposes customary restrictions on the ability of any Subsidiary to pay dividends or make other distributions to the limitations Company or any other Subsidiary or pay any debt owed to the Company or any other Subsidiary, in each case contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a)Subordinated Debt Documents. The rights granted Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders foregoing terms of Wyndham's other issued and outstanding securities under any such agreementsthis Section 11.8.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of Enter into any Contractual Obligation (other than this Agreement enter intoand any other Loan Document) that limits the ability (A) of any Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to any Loan Party or (B) of Borrower or any Subsidiary to create, any agreement which conflicts with the provisions incur, assume or suffer to exist Liens on property of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreementPerson; provided, however, that nothing this Section 7.09 shall not prohibit limitations: (a) in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, respect of Contractual Obligations relating to any Person Permitted Lien or any Disposition or other transfer permitted by Section 7.04 or Section 7.05 and relating solely to assets or Persons subject to such Permitted Lien, Disposition or other transfer; (a "Third Party"b) who becomes an owner of shares in respect of any negative pledge incurred or provided in favor of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed holder of Indebtedness permitted under Section 7.01(a) or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingSection 7.01(e), without limitationin each case, demand registration rights) provide solely to the Holders extent any such negative pledge relates to the property financed by or the subject of Registrable Securities who seek such Indebtedness; (c) customary anti-assignment provisions found in Contractual Obligations entered into in the Ordinary Course of Business (to participate the extent such prohibition is enforceable at law); (d) in respect of Contractual Obligations that include customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (e) to the extent imposed by Laws; and (f) set forth in any agreement in effect at any time any Person becomes a Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary and the restriction or condition set forth in such registration (whether agreement does not apply to Holdings, Borrower or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.Subsidiary; and

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Company hereunder or by the performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting a Lien on any of its assets to the date hereof Administrative Agent and the Lenders or (including granting incidental registration rights c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by law, (E) restrictions and conditions binding on any Registration Statement required to be filed person in existence at the time such person first became a Loan Party, so long as such restrictions or maintained hereunderconditions were not entered into in contemplation of such person becoming a Loan Party, (F) if solely in the case of clauses (b) and only if (ic)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the 2026 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the Third-Party's registration rights (includingcase of the New Senior Notes Indenture, without limitationthe credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), demand registration rights) provide to the Holders of Registrable Securities who seek to participate in extent such registration (whether or restrictions and conditions are not such registration is initiated hereunder) rights no less favorable to such Holders materially more restrictive, taken as a whole, than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations any restrictions and conditions contained in the second paragraph of Section 2(a)(i2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture and the 2026 Senior Notes Indenture), (G) solely in the case of clauses (b) and (iic)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the Third Party is required case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on extent any negative pledge relates to the terms and property secured by such Lien or that expressly permits Liens for the period applicable benefit of the Administrative Agent and the Lenders with respect to Wyndham (including preventing sales pursuant to Rule 144 the Loans and the Obligations under the Securities Act) if requested by Loan Documents on a senior basis without the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the requirement that such holders of Wyndham's such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other issued similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (K) solely in the case of clauses (b) and outstanding securities under (c), the Existing Wellington Notes and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is Each Issuer covenants that it will not, and not a party permit any of its Subsidiaries to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (i) be violated or breached by the provisions issuance and sale of this Agreement nor has Wyndham entered into Notes hereunder or by the performance by any such agreement, and Wyndham will not on Issuer or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Guarantor of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to its obligations hereunder or under any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingother Transaction Document, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) prohibit the Third Party is required Company or any of its Subsidiaries from granting to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and Collateral Agent, for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under ratable benefit of the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with Banks and are not inconsistent with the rights granted to the holders of Wyndham's the Notes and Existing Prudential Notes, a Lien on any of its assets or (iii) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make other issued distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (b) make loans or advances to the Company or any of its Subsidiaries, or (c) transfer any of its assets or properties to the Company or any of its Subsidiaries, other than (w) customary restrictions and outstanding securities under conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such agreementssale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (x) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (y) restrictions or conditions imposed by the Credit Agreement or the Existing Note Agreement, so long as no more restrictive than the equivalent restrictions and conditions contained in this Agreement and (z) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Company hereunder or by the performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting a Lien on any of its assets to the date hereof Administrative Agent and the Lenders or (including granting incidental registration rights c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by law, (E) restrictions and conditions binding on any Registration Statement required to be filed person in existence at the time such person first became a Loan Party, so long as such restrictions or maintained hereunderconditions were not entered into in contemplation of such person becoming a Loan Party, (F) if solely in the case of clauses (b) and only if (ic)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the Third-Party's registration rights (includingcase of the New Senior Notes Indenture, without limitationthe credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), demand registration rights) provide to the Holders of Registrable Securities who seek to participate in extent such registration (whether or restrictions and conditions are not such registration is initiated hereunder) rights no less favorable to such Holders materially more restrictive, taken as a whole, than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations any restrictions and conditions contained in the second paragraph of Section 2(a)(i2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture and the 2025 Senior Notes Indenture), (G) solely in the case of clauses (b) and (iic)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the Third Party is required case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on extent any negative pledge relates to the terms and property secured by such Lien or that expressly permits Liens for the period applicable benefit of the Administrative Agent and the Lenders with respect to Wyndham (including preventing sales pursuant to Rule 144 the Loans and the Obligations under the Securities Act) if requested by Loan Documents on a senior basis without the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the requirement that such holders of Wyndham's such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other issued similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and outstanding securities under (K) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (K) above; provided that such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is The Obligors shall not, and shall not a party permit any of their Subsidiaries to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any Contract containing any provision that would (i) cause a Default hereunder or be violated or breached by such agreement, and Wyndham will not on Person hereunder or after by the date of this Agreement modify in any manner adverse to the Holders any performance by such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after its obligations hereunder or under any other Loan Document, (ii) prohibit any such Person from granting to the date hereof Administrative Agent and the Lenders a Lien on any of its assets pursuant hereto or any other Loan Document or (including granting incidental registration rights iii) create or permit to exist or become effective any Lien or restriction on the ability of any such Person to (x) pay dividends or make other distributions to any Obligor, or pay any Indebtedness owed to any Obligor, (y) make loans or advances to the Borrower or (z) transfer any of its assets or properties to the Parent Guarantor, the Israeli Guarantor or the Borrower; provided that the foregoing shall not apply to (A) any restrictions or conditions imposed by Law or the Loan Documents, (B) solely with respect to any Registration Statement required to be filed clause (iii) above, customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or maintained hereunderconsolidation) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide solely to the Holders extent that (x) are only in effect pending consummation of Registrable Securities who seek to participate in such registration (whether the acquisition or not such registration is initiated hereunder) rights no less favorable sale contemplated pursuant to such Holders than those rights agreement and (y) such restrictions or conditions (A) require any Obligor or any of its Subsidiaries to conduct its business in the ordinary course of business (with respect to such assets or businesses) pending the consummation of such transaction consistent with historic practices or (B) are only in effect (with respect to such assets or businesses) pending the consummation of such transaction; provided further that such restrictions and conditions apply only to the Holders hereunder as assets or property subject to such transaction (or, if such registration were a Required Registration (including, without limitationapplicable, the priority provisions contained conduct of business of any Obligor or such Subsidiaries with respect to such assets or businesses) and that such sale is permitted or, in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one case of the eight Required Registrations for purposes sale of the limitations contained Parent Guarantor, the Israeli Guarantor or the Borrower, such agreement contemplates the repayment in full of the second paragraph of Section 2(a)(i)Obligations hereunder, and (C) solely with respect to clauses (ii) the Third Party is required to enter into the agreements provided for and (iii)(z) above, customary provisions in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham contracts (including preventing sales pursuant without limitation leases and licenses of Intellectual Property) restricting the assignment thereof or, in the case of any lease or license, the sublease or sublicense or other disposition of the applicable leased or licensed property and (D) solely with respect to Rule 144 under the Securities Actclauses (ii) if requested and (iii) above, restrictions or conditions imposed by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any agreement governing secured Permitted Indebtedness, to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted extent that such restrictions or conditions apply only to the holders of Wyndham's other issued and outstanding securities under any property or assets securing such agreementsIndebtedness.

Inconsistent Agreements. Wyndham Not, and not permit any Subsidiary that is not a party an obligor in respect of any Senior Debt to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on Company hereunder or after by the date of this Agreement modify in any manner adverse to performance by the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Company of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) [reserved] or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof ability of any Subsidiary to (including granting incidental registration rights i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Subsidiarythat is an obligor in respect of any Senior Debt or (iii) transfer any of its assets or properties to any Subsidiary, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by the Hercules Credit Agreement, the definitive documentation relating to any other Senior Debt or any Senior Funded Debt and any agreement relating to purchase money Debt, Financing Lease Obligations and other secured Debt permitted by this Agreement, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any person in existence at the time such person first became a Subsidiary, so long as such restrictions or conditions were not entered into in contemplation of such person becoming a Subsidiary, (F) solely in the case of clauses (b) and (c)(iii), restrictions and conditions imposed by any other Debt Incurred in reliance on Sections 11.1(c), (G) [reserved], (H) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (I) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) restrictions and conditions imposed by this Agreement or any other Loan Document, (K) [reserved] and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (K) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate such restrictions taken as a whole than those in such registration (whether or not such registration is initiated hereunder) rights no less favorable existence prior to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (includingamendment, without limitationmodification, the priority provisions contained in Section 2(a)(iii))restatement, providedrenewal, furtherincrease, howeversupplement, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)refunding, and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter replacement or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsrefinancing.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on the terms restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.disposition is permitted hereunder. [Solsys Medical] A&R Credit Agreement

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrowers hereunder or by the performance by any such agreement, and Wyndham will not on Loan Party or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets (including granting incidental registration rights other than distribution agreements or license agreements, provided that with respect to any Registration Statement required such distribution agreements or license agreement that prohibit any Loan Party from granting to be filed the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or maintained hereunderdistributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) if to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and only if the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to any Loan Party or any Subsidiary, or pay any Debt owed to any Loan Party or any Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the Third-Party's registration rights sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (D) customary provisions in organizational documents of any Foreign Subsidiary that restrict the transfer of Capital Securities of such Subsidiaries, or (E) any applicable law, rule or regulation (including, without limitation, demand registration rights) provide to applicable currency control laws and applicable state corporate statutes restricting the Holders payment of Registrable Securities who seek to participate dividends in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiicertain circumstances)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham Not, and not permit any Subsidiary to, enter into any loan or credit agreement, indenture or other material instrument or document containing any provision which (a) would be violated or breached by any borrowing, or the obtaining of any Letter of Credit, by any Borrower hereunder or by the performance by the Parent, the Company or any other Subsidiary of any of its obligations hereunder or under any other Loan Document or (b) would prohibit the Parent, the Company or any other Domestic Subsidiary from granting to the Administrative Agent, for the benefit of the Lenders, a Lien on any of its assets (other than (i) any prohibition with respect to an asset subject to a Lien or purchase money security interest securing Debt permitted by Section 10.7(c) or 10.7(j) or a Lien permitted by Section 10.8(c), (ii) customary non-assignment provisions in (A) leases and (B) other agreements in the ordinary course of business, in each case not prohibited by the terms of this Agreement, (iii) any prohibition applicable solely to the property or assets of any Foreign Subsidiary, (iv) any prohibition pursuant to customary agreements providing for the licensing of intellectual property by third parties to the Parent or any Subsidiary in the ordinary course of business that restricts the sublicensing, pledge, transfer or assignment of the licensee’s rights thereunder, (v) customary restrictions on cash or other deposits (including escrowed funds) received by the Parent or any Subsidiary in the ordinary course of business, (vi) customary restrictions on the assignment of an interest in a joint venture that is not a party to, Domestic Subsidiary so long as such restriction applies only to such joint venture and will (A) such joint venture is acquired as part of a Permitted Acquisition (so long as such restriction was not on imposed in contemplation of such acquisition) or (B) the aggregate amount of all investments made by the Company and its Domestic Subsidiaries in all joint ventures subject to such restrictions (other than joint ventures described in the immediately preceding clause (A)) after the date of this Agreement enter into, does not at any agreement which conflicts with time exceed the provisions lesser of this Agreement nor has Wyndham entered into any (1) $5,000,000 and (2) the total of (w) $5,000,000 minus (x) all losses on sales or other dispositions of such agreement, and Wyndham will not on or investments after the date of this Agreement modify in any manner adverse to the Holders any plus (y) all gains on sales or other dispositions of such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock investments after the date hereof of this Agreement minus (including granting incidental registration rights with respect to z) all unrealized losses on such investments held by the Company or any Registration Statement required to be filed or maintained hereunderDomestic Subsidiary, (vii) if customary restrictions and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide conditions relating to the Holders sale of Registrable Securities who seek to participate in a Subsidiary pending such registration (whether or not such registration is initiated hereunder) rights no less favorable sale and applicable solely to such Holders than those rights provided Subsidiary, or (viii) customary restrictions and conditions contained in any agreement relating to the Holders hereunder as if disposition of any property pending the consummation of such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition.

Inconsistent Agreements. Wyndham is not a party The Borrower shall not, nor shall it permit any Subsidiary to, enter into any indenture, agreement, instrument or other arrangement (other than (u) the Existing Credit Agreement, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and will (z) other agreements governing the Indebtedness (including, but not on or after the date of this Agreement enter intolimited to, any agreement which conflicts with guarantees) of the provisions Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (a) directly or indirectly prohibits or restrains, or has the effect of this prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to secure the Obligations (other than agreements by the Borrower that it will grant Liens to secure any Swap Agreement nor has Wyndham entered into any such agreementto the same extent as, and Wyndham will not pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents or the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (i) pay dividends or make other distributions on its capital stock, (ii) make loans or after the date of this Agreement modify in any manner adverse advances to the Holders Borrower or (iii) repay loans or advances from the Borrower or (b) contains any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, provision which become exercisable from and after would be violated or breached by the Closing, to making of Loans or by the performance by the Borrower or any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities its obligations under any such agreementsLoan Document.

Inconsistent Agreements. Wyndham is The Borrowers shall not a party to, and will shall not on or after the date of this Agreement permit any Subsidiary to enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrowers hereunder or by the performance by the Borrowers or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrowers or any Subsidiary from granting to Lender a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Borrowers or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as Borrowers or any other Subsidiary, (ii) make loans or advances to the Borrowers or any other Subsidiary, or (iii) transfer any of its assets or properties to the Borrowers or any other Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration (including, without limitation, restrictions or conditions apply only to the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if property or assets securing such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)Debt, and (iiC) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any Borrowing by any Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party's registration rights , other than (including, without limitation, demand registration rightsA) provide customary restrictions and conditions contained in agreements relating to the Holders sale of Registrable Securities who seek to participate in all or a substantial part of the assets of any Subsidiary pending such registration (whether or not sale, provided that such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided restrictions and conditions apply only to the Holders Subsidiary to be sold and such sale is permitted hereunder as (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration restrictions or conditions apply only to the property or assets securing such Debt; (includingC) customary provisions in leases and other contracts restricting the assignment thereof; and (D) restrictions on any Special Purpose Finance Subsidiary and assets of such Special Purpose Finance Subsidiary, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations which restrictions are contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided applicable Permitted Receivables Facility for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any which such agreementsSpecial Purpose Finance Subsidiary was created.

Inconsistent Agreements. Wyndham is The Co-Borrowers shall not, and shall not a party permit any Subsidiary to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Co-Borrowers hereunder or by the performance by the Co-Borrowers or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after their Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Co-Borrowers or any Subsidiary from granting to the Lender a Lien on any of their assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Co-Borrowers or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as Co-Borrowers or any other Subsidiary, (ii) make loans or advances to the Co-Borrowers or any other Subsidiary, or(iii) transfer any of their assets or properties to the Co-Borrowers or any other Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder,(B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration restrictions or conditions apply only to the property or assets securing such Debt, (including, without limitation, C) customary provisions in leases and other contracts restricting the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)assignment thereof, and (iiD) the Third Party is required to enter into the agreements provided for assumed in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent connection with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsAcquisition.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Restricted Subsidiary to, and will not on enter into any agreement, document or instrument after the date of this Agreement enter into, Closing Date containing any agreement provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on Company hereunder or after by the date of this Agreement modify in any manner adverse to performance by the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Company of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Company or any Restricted Subsidiary from granting to the Administrative Agent and the Lenders, a Lien on any of its assets (including other than any provision in any agreement relating to Debt secured by Liens permitted under Section 11.2(k), Acquired Debt, Nonrecourse Debt or Permitted Receivables Transactions that prohibits the Company or such Restricted Subsidiary from granting incidental registration rights a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with respect such financing), or (c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Restricted Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Company or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any Wholly-Owned Subsidiary, or pay any Debt owed to the Holders hereunder as if such registration were a Required Registration (includingCompany or any other Restricted Subsidiary, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter make loans or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted advances to the Holders hereunder do not in Company or any way conflict with and are not inconsistent with the rights granted Restricted Subsidiary or (iii) transfer any of its assets or properties to the holders Company or any Restricted Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of Wyndham's all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions, other issued than those prohibited by clause (b), imposed by any agreement relating to Debt secured by Liens permitted under Section 11.2(k), Acquired Debt, Nonrecourse Debt, Permitted Receivables Transactions and outstanding securities under any such agreementsother secured Debt permitted by this Agreement and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on would (a) be violated or after the date of this Agreement modify breached in any manner adverse to material respect by any borrowing by the Holders Borrower hereunder or by the performance by any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Agent and the Lenders a Lien on any of its assets or (including granting incidental registration rights c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Loan Party to (i) pay dividends or make other distributions to the Borrower or any other Loan Party, or pay any Debt owed to any other Loan Party, (ii) make loans or advances to any other Loan Party or (iii) transfer any of its assets or properties to any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and leases, subleases, licenses and sublicenses, in each case, permitted by this Agreement, if such restrictions or conditions apply only to the property or assets securing such Debt or the assets or property leased, subleased, licensed or sublicensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document, (E) customary provisions in contracts for the disposition of any assets, but only to the extent that the restrictions in such contract apply to the assets that are, or Subsidiary that is, to be disposed of and such disposition is permitted by this Agreement and (F) restrictions entered into in the ordinary course of business with respect to any Registration Statement required off-the-shelf software programs that limit the ability to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate grant a security interest in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementssoftware programs.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Company hereunder or by the performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting a Lien on any of its assets to the date hereof Administrative Agent and the Lenders or (including granting incidental registration rights c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any Registration Statement required to be filed person in existence at the time such person first became a Loan Party, so long as such restrictions or maintained hereunderconditions were not entered into in contemplation of such person becoming a Loan Party, (F) if solely in the case of clauses (b) and only if (ic)(iii), restrictions and conditions imposed by the 2024 Magellan Notes Indenture, the 2026 Senior Notes Indenture, the 0000 Xxxxxxxxxx Notes Indenture, the 2026 Exchange Notes Indenture, the 2027 Senior Notes Indenture, the 2028 Senior Notes Indenture, the 2029 Senior Notes Indenture, the 2030 Senior Notes Indenture, the 2031 Senior Notes Indenture, the 2.625% 2031 Senior Notes Indenture, the 3.00% 2030 Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Section 11.1(c) (and in the Third-Party's registration rights (includingcase of the credit agreement in respect of the Bridge Loans and any other Debt issued in reliance on Section 11.1(c), without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in extent such registration (whether or restrictions and conditions are not such registration is initiated hereunder) rights no less favorable to such Holders materially more restrictive, taken as a whole, than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations any restrictions and conditions contained in the second paragraph of Section 2(a)(i2024 Magellan Notes, the 2026 Exchange Notes Indenture, 0000 Xxxxxxxxxx Notes Indenture, the 2027 Senior Notes Indenture, the 2028 Senior Notes Indenture, the 2029 Senior Notes Indenture, the 2030 Senior Notes Indenture, the 2031 Senior Notes Indenture, the 2.625% 2031 Senior Notes Indenture and the 3.00% 2030 Senior Notes Indenture), (G) solely in the case of clauses (b) and (iic)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the Third Party is required case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on extent any negative pledge relates to the terms and property secured by such Lien or that expressly permits Liens for the period applicable benefit of the Administrative Agent and the Lenders with respect to Wyndham (including preventing sales pursuant to Rule 144 the Loans and the Obligations under the Securities Act) if requested by Loan Documents on a senior basis without the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the requirement that such holders of Wyndham's such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other issued similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (K) solely in the case of clauses (b) and outstanding securities under (c), the 2024 Magellan Notes and the 0000 Xxxxxxxxxx Notes and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is not a party The Borrower shall not, nor shall it permit any Subsidiary to, and will not enter into any indenture, agreement, instrument or other arrangement (other than (u) the Existing Credit Agreement as in effect on or after the date of this Agreement enter intohereof, (v) the Senior Note Agreements, (w) the 2008 Indenture, (x) the May 2009 Note Purchase Agreement, (y) the 2009 Indenture and (z) other agreements governing the Indebtedness (including, but not limited to, any agreement which conflicts with guarantees) of the provisions Borrower or any Subsidiary permitted to be incurred pursuant to Section 6.02(g) so long as the restrictions contained therein are not materially less favorable to the Lenders, taken as a whole, than the restrictions contained in this Agreement) which, (a) directly or indirectly prohibits or restrains, or has the effect of this prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence of the Obligations, the granting of Liens to secure the Obligations (other than agreements by the Borrower that it will grant Liens to secure any Swap Agreement nor has Wyndham entered into any such agreementto the same extent as, and Wyndham will not pari passu with, any Liens granted to secure the Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan Documents or the ability of any Subsidiary (other than a special purpose Subsidiary created for the purpose of entering into the Accounts Receivable Financing Program) to (i) pay dividends or make other distributions on its capital stock, (ii) make loans or after the date of this Agreement modify in any manner adverse advances to the Holders Borrower or (iii) repay loans or advances from the Borrower or (b) contains any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, provision which become exercisable from and after would be violated or breached by the Closing, to making of Loans or by the performance by the Borrower or any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities its obligations under any such agreementsLoan Document. (u) Section 6.14 is amended in its entirety to read as follows:

Inconsistent Agreements. Wyndham is Not, and not a party suffer or permit any other Loan Party or any other Subsidiary to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if would (i) prohibit the Third-Party's registration rights (including, without limitation, demand registration rights) provide Borrower or any other Loan Party from granting to the Holders Agent a Lien on any of Registrable Securities who seek to participate in such registration its assets that constitute Collateral or (whether or not such registration is initiated hereunderii) rights no less favorable to such Holders other than those rights provided pursuant to the Holders hereunder as if such registration were a Required Registration Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (includingx) pay dividends or make other distributions to Parent or any Wholly-Owned Subsidiary, without limitationor pay any Debt owed to Parent or any Wholly-Owned Subsidiary, the priority provisions contained (y) make loans or advances to Parent or any Wholly-Owned Subsidiary or (z) transfer any Collateral to Parent or any Wholly-Owned Subsidiary, except, in each case, (a) negative pledges and restrictions (i) under agreements permitted under Section 2(a)(iii)7.1(b), provided(d), further(m)¸ (n), howeverand (p), Section 7.2(g), (h) and (i) and Section 7.4 but solely to the extent any negative pledge or limitation on Liens relates to the property that if is the subject of such registration is not initiated by Debt or applicable agreement or the Initial Holders cash securing such registration shall not be deemed one of Debt or applicable obligations, and the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)proceeds and products thereof, and (ii) in respect of the Third Party is required Connecticut Assets and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to enter the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the agreements provided for in Section 3 hereof ordinary course of business, and (as if it were Wyndhamd) on the terms prohibitions and for the period applicable to Wyndham (including preventing sales limitations that exist pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsApplicable Law.

Inconsistent Agreements. Wyndham The Borrower shall not, and shall not permit any Subsidiary to, enter into any indenture, agreement, instrument (or amendment thereto) or other arrangement which directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (x) the incurrence or repayment of the Obligations or the ability of the Borrower or any Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations or (y) the ability of any Subsidiary to (a) pay dividends or make other distributions on its capital or (b) pay any Indebtedness owed to, or make loans or advances to, or sell, lease or transfer any of its Property to, the Borrower or any Subsidiary, except that the following are permitted: (a) contractual encumbrances or restrictions contained in any Loan Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the Closing Date; (b) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on disposition of the property so acquired; (c) restrictions and conditions imposed by applicable law or any applicable rule, regulation or order or similar restriction; (d) any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, applicable to any Person (a "Third Party") who becomes an owner of shares Person, or the properties or assets of any Person, other than the Person, or the property or assets of Wyndham's capital stock after the date hereof Person, so acquired; (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereundere) if and only if (i) contracts for the Third-Party's registration rights (sale of assets, including, without limitation, demand registration rights) provide customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into relating to the Holders sale or disposition of Registrable Securities who seek all or substantially all the Capital Stock or assets of that Subsidiary pursuant to participate a transaction otherwise permitted by this Agreement; (f) restrictions imposed by the terms of secured Indebtedness or other obligations otherwise permitted to be incurred pursuant to Sections 6.14 and 6.18 hereof that, in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided the case of a Loan Party, relate to the Holders hereunder as if assets securing such registration were a Required Registration Indebtedness or other obligations; (includingg) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the ordinary course of business; (h) customary provisions in joint venture agreements, without limitationasset sale agreements, the priority sale-lease back agreements and other similar agreements; (i) customary provisions contained in Section 2(a)(iii))leases and other agreements entered into in the ordinary course of business; (j) any agreement for the sale or other disposition of a Subsidiary that restricts dividends, provideddistributions, furtherloans or advances by such Subsidiary pending such sale or other disposition; (k) Permitted Liens; (l) restrictions and conditions on the creation or existence of Liens imposed by the terms of the documentation governing any Indebtedness or preferred stock of a Non-Guarantor Subsidiary, however, that if such registration which Indebtedness or preferred stock is not initiated prohibited by Section 6.14; (m) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the Initial Holders such registration shall not be deemed one ordinary course of business; and (n) any encumbrances or restrictions of the eight Required Registrations for purposes type referred to in the lead-in to this Section 6.21 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the limitations contained contracts, instruments or obligations referred to in the second paragraph of Section 2(a)(i)clauses (a) through (m) above; provided that such amendments, and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter modifications, restatements, renewals, increases, supplements, refundings, replacements or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and refinancings are not inconsistent materially more restrictive, taken as a whole, with the rights granted respect to the holders of Wyndham's such encumbrance and other issued and outstanding securities under any restrictions than those prior to such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of this Agreement Not enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrower hereunder or by the performance by the Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after their respective Obligations hereunder or under any other Loan Document, or (b) prohibit the date hereof Borrower or any other Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets (including granting incidental registration rights other than distribution agreements or licence agreements, provided that with respect to any Registration Statement required such distribution agreements or license agreements that prohibit the Borrower or any other Loan Party (other than the Company) from granting to be filed the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or maintained hereunderdistributed under such agreements, the Borrower and each such other applicable Loan Party (other than the Company) if shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and only if the Borrower further agrees to, and to cause the other Loan Parties (other than the Company) to, disclose and schedule such agreements in accordance with the terms contained in the Security referenced in Section 12.1.13(a), or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Borrower to (i) pay dividends or make other distributions to the Third-Borrower or any other Loan Party's registration rights , or pay any Debt owed to the Borrower or any other Loan Party, (ii) make loans or advances to the Borrower or any other Loan Party or (iii) transfer any of its assets or properties to the Borrower or any other Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary of the Borrower pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, and (D) customary provisions in organizational documents of any Subsidiary of the Borrower that restrict the transfer of Capital Securities of such Subsidiaries, or (E) any applicable law, rule or regulation (including, without limitation, demand registration rights) provide to applicable currency control laws and applicable federal or provincial corporate statutes restricting the Holders payment of Registrable Securities who seek to participate dividends in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiicertain circumstances)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Affiliated Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Affiliated Party of any of its Obligations hereunder or under any other Loan Document, or (b) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Special Purpose Subsidiary in connection with a Permitted Securitization) to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Affiliated Party or (iii) transfer any of its assets or properties to any Affiliated Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases, Junior Capital and other Debt permitted by this Agreement, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) Liens securing Indebtedness otherwise permitted to be incurred, under the provisions of this Agreement nor has Wyndham entered into any Section 11.2 hereof that limit the right of the debtor to dispose of the assets subject to such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreementLiens; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party"E) who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights provisions with respect to any Registration Statement required the disposition or distribution of assets or property in joint venture agreements asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (F) restrictions on deposits (to be filed or maintained the extent permitted hereunder) if and only if (i) imposed by customers under contracts entered into in the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders ordinary course of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in business. 11. Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one 10.12 of the eight Required Registrations for purposes Credit Agreement is hereby amended by inserting the following language at the end of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.Section:

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets (other than Permitted Liens) or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-pay dividends or make other distributions to Borrower or any other Loan Party's registration rights (including, without limitationor pay any Debt owed to Borrower or any other Loan Party, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on the terms restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing any Subordinated Debt, Approved AR Loan Facility, or Ligand Royalty Agreement and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrowers hereunder or by the performance by any such agreement, and Wyndham will not on Loan Party or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets (including granting incidental registration rights other than distribution agreements or license agreements, provided that with respect to any Registration Statement required such distribution agreements or license agreement that prohibit any Loan Party from granting to be filed the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or maintained hereunderdistributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) if to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and only if the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to any Loan Party or any Subsidiary, or pay any Debt owed to any Loan Party or any Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) in the Third-Party's registration rights case of clause (b) and (c), customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) in the case of clauses (b) and (c)(iii), restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) in the case of clause (b) and (c), customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (D) in the case of clause (c), customary provisions in organizational documents of any Foreign Subsidiary that restrict the transfer of Capital Securities of such Subsidiaries, or (E) in the case of clauses (b) and (c) any applicable law, rule or regulation (including, without limitation, demand registration rights) provide to applicable currency control laws and applicable state corporate statutes restricting the Holders payment of Registrable Securities who seek to participate dividends in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiicertain circumstances)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after Neither the date of this Agreement Borrower nor any Guarantor shall enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on material agreement containing any provision which would (a) be violated or after breached by any borrowing by the date of this Agreement modify in Borrower hereunder or by the performance by the Borrower or any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Guarantor of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrower or any Guarantor from granting to the Lender a Lien on any of its assets or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Borrower or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as Borrower or any Guarantor, (ii) make loans or advances to the Borrower or any other Guarantor, or (iii) transfer any of its assets or properties to the Borrower or any other Guarantor, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Permitted Debt, and other secured Permitted Debt by this Agreement if such registration were a Required Registration (including, without limitation, restrictions or conditions apply only to the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if property or assets securing such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)Permitted Debt, and (iiC) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Company hereunder or by the performance by any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting a Lien on any of its assets to the date hereof Administrative Agent and the Lenders or (including granting incidental registration rights c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) restrictions and conditions imposed by Law, (E) restrictions and conditions binding on any Registration Statement required to be filed person in existence at the time such person first became a Loan Party, so long as such restrictions or maintained hereunderconditions were not entered into in contemplation of such person becoming a Loan Party, (F) if solely in the case of clauses (b) and only if (ic)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the 2026 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the Third-Party's registration rights (includingcase of the New Senior Notes Indenture, without limitationthe credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), demand registration rights) provide to the Holders of Registrable Securities who seek to participate in extent such registration (whether or restrictions and conditions are not such registration is initiated hereunder) rights no less favorable to such Holders materially more restrictive, taken as a whole, than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations any restrictions and conditions contained in the second paragraph of Section 2(a)(i2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture and the 2026 Senior Notes Indenture), (G) solely in the case of clauses (b) and (iic)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the Third Party is required case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on extent any negative pledge relates to the terms and property secured by such Lien or that expressly permits Liens for the period applicable benefit of the Administrative Agent and the Lenders with respect to Wyndham (including preventing sales pursuant to Rule 144 the Loans and the Obligations under the Securities Act) if requested by Loan Documents on a senior basis without the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the requirement that such holders of Wyndham's such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other issued similar agreements (other than in respect of any Wholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (K) solely in the case of clauses (b) and outstanding securities under (c), the Existing Wellington Notes and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such agreementsamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of this Agreement enter into, Enter into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other party obligated hereunder of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other party obligated hereunder from granting to Collateral Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other party obligated hereunder to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Indebtedness owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other party obligated hereunder or (iii) transfer any of its assets or properties to Borrower or any other party obligated hereunder, other than, in the Third Party is required case of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into Permitted Indebtedness and other secured Indebtedness or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Indebtedness or the property leased or licenses, (B) customary provision in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on the terms restrictions and conditions imposed by law, (D) those arising under any Loan Document and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets: provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party or, Domestic Wholly-Owned Subsidiary to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrowers hereunder or by the performance by any such agreement, and Wyndham will not on Loan Party or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets (including granting incidental registration rights other than distribution agreements or license agreements, provided that with respect to any Registration Statement required such distribution agreements or license agreement that prohibit any Loan Party from granting to be filed the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or maintained hereunderdistributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) if to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and only if the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to any Loan Party or any other Subsidiary, or pay any Debt owed to any Loan Party or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the Third-Party's registration rights sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, and (D) customary provisions in organizational documents of any Foreign Subsidiary that restrict the transfer of Capital Securities of such Subsidiaries, or (E) any applicable law, rule or regulation (including, without limitation, demand registration rights) provide to applicable currency control laws and applicable state corporate statutes restricting the Holders payment of Registrable Securities who seek to participate dividends in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiicertain circumstances)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham Not, and not permit any Subsidiary to, enter into any loan or credit agreement, indenture or other material instrument or document containing any provision which (a) would be violated or breached by any borrowing, or the obtaining of any Letter of Credit, by any Borrower hereunder or by the performance by the Parent, the Company or any other Subsidiary of any of its obligations hereunder or under any other Loan Document or (b) would prohibit the Parent, the Company or any other Domestic Subsidiary or any Foreign Borrower from granting to the Administrative Agent, for the benefit of the Lenders, a Lien on any of its assets, other than: (i) in the case of clause (b), any prohibition set forth in an agreement evidencing Debt permitted by Section 10.7(c), 10.7(e), 10.7(h), 10.7(j), 10.7(m) or 10.7(p) or a Lien permitted by Section 10.8, to the extent the restriction with respect to such Lien relates only to the asset or assets subject to such Lien; (ii) customary non-assignment provisions in (A) leases and (B) other agreements in the ordinary course of business, in each case not prohibited by the terms of this Agreement; (iii) any prohibition applicable solely to the property or assets of any Foreign Subsidiary; (iv) any prohibition pursuant to customary agreements providing for the licensing of intellectual property by third parties to the Parent or any Subsidiary in the ordinary course of business that restricts the sublicensing, pledge, transfer or assignment of the licensee’s rights thereunder; (v) customary restrictions on cash or other deposits (including escrowed funds) received by the Parent or any Subsidiary in the ordinary course of business; (vi) customary restrictions on the assignment of an interest in a joint venture that is not a party to, Domestic Subsidiary so long as such restriction applies only to such joint venture and will (A) such joint venture is acquired as part of a Permitted Acquisition (so long as such restriction was not on imposed in contemplation of such acquisition) or (B) the aggregate amount of all investments made by the Company and its Domestic Subsidiaries in all joint ventures subject to such restrictions (other than joint ventures described in the immediately preceding clause (A)) after the date of this Agreement enter into, does not at any agreement which conflicts with time exceed the provisions lesser of this Agreement nor has Wyndham entered into any (1) $10,000,000 and (2) the total of (w) $20,000,000 minus (x) all losses on sales or other dispositions of such agreement, and Wyndham will not on or investments after the date of this Agreement modify in any manner adverse to the Holders any plus (y) all gains on sales or other dispositions of such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock investments after the date hereof of this Agreement minus (including granting incidental registration rights z) all unrealized losses on such investments held by the Company or any Domestic Subsidiary; (vii) customary restrictions and conditions relating to the sale of a Subsidiary pending such sale and applicable solely to such Subsidiary; (viii) customary restrictions and conditions contained in any agreement relating to the disposition of any property pending the consummation of such disposition; (ix) restrictions set forth in any agreement relating to an asset being acquired existing at the time of acquisition or a Subsidiary existing at the time such Subsidiary is merged, consolidated or amalgamated with or into, or acquired by, the Company or any Subsidiary or becomes a Subsidiary and, in each case, not in contemplation thereof; and (x) with respect to any Registration Statement required to be filed or maintained hereunder) if and only if clause (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations above for purposes of the limitations contained in the second paragraph of Section 2(a)(iSections 10.7(h), and 10.8 and with respect to clause (iiix) above, any encumbrances or restrictions of the Third Party is required type referred to enter into above imposed by amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable contracts, instruments or obligations referred to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder above that do not in any way conflict with and are not inconsistent with materially expand the rights granted to the holders scope of Wyndham's other issued and outstanding securities under any such agreementsrestriction or condition, taken as a whole so long as the principal amount of the obligations evidenced thereby is not increased (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith).

Inconsistent Agreements. Wyndham is Except as otherwise permitted by this Agreement or the other Loan Documents, not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, except where such violation or breach could not reasonably be expected to have a Material Adverse Effect, (b) prohibit Borrower or any other Loan Party from granting to Lender a Lien on any of its Collateral or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third make loans or advances to Borrower or any other Loan Party is required or (iii) transfer any of its assets or properties to enter into the Borrower or any other Loan Party other than (A) customary restrictions and conditions contained in agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted relating to the Holders hereunder do sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the Person obligated on such Debt or property or assets securing such Debt, (C) customary provisions in leases, licenses and other contracts restricting the assignment, licensing, subletting or transfer thereof, (D) provisions in joint venture agreements and similar agreements relating to joint ventures as they relate to clauses (b), (c)(i) and (c)(iii) above, (E) restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with Acquisitions not prohibited hereunder, (F) customary restrictions in documents, instruments and agreements evidencing Subordinated Debt (other than Permitted Earn Outs) restrictions imposed by applicable law or (G) encumbrances or restrictions imposed by any way conflict with and amendments, modifications, restatements, renewals, supplements, replacement of any of the foregoing so long as such encumbrances or restrictions, taken as a whole, are not inconsistent with the rights granted more restrictive than those prior to the holders of Wyndham's other issued and outstanding securities under any such agreementsamendments, modifications, restatements, renewals, supplements, or replacements.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party or its Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and will not the Lenders, a Lien on any of its assets (other than, to the extent reasonably acceptable to the Administrative Agent, pursuant to the Chip Mill Outsourcings) or after (c) create or permit to exist or become effective any encumbrance or restriction on the date ability of any Subsidiary (other than any Securitization Entity or, to the extent reasonably acceptable to the Administrative Agent, pursuant to the Chip Mill Outsourcings) to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof; provided that, the foregoing restrictions set forth in clauses (a), (b) and (c) of this Agreement enter intoSection 7.09 shall not apply to any prohibition, encumbrance, restriction, limitation or condition imposed by any agreement which conflicts or instrument evidencing Indebtedness permitted under this Agreement, so long as any such prohibition, encumbrance, restriction, limitation or condition permits and does not limit or restrict the financings evidenced by the Loan Documents (including all grants of Collateral in connection herewith and all payments of principal, interest, fees, costs and expenses required hereby), and so long as such prohibitions, encumbrances, restrictions, limitations and conditions, taken as a whole, are not more restrictive or limiting than those set forth in the Loan Documents (with the provisions understanding that covenants of this Agreement nor has Wyndham entered into any such agreementthe type customarily included in agreements or instruments related to high-yield, and Wyndham will non-investment grade or investment grade debt, as applicable, shall be deemed to be not on more restrictive or after limiting than those set forth in the date of this Agreement modify in any manner adverse to the Holders any such agreementLoan Documents; provided, however, that nothing to the extent any such specific covenant imposed by any agreement or instrument evidencing other Indebtedness permitted by this Agreement is in fact more restrictive or limiting than the corresponding covenant contained in this sentence Agreement, then such specific covenant shall prohibit Wyndham from granting registration rightsbe deemed, which become exercisable from automatically and after the Closingwithout further action, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect be included in this Agreement and to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide apply to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to Loan Parties and the Holders hereunder Obligations as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiifully set forth herein)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party or, any Domestic Wholly-Owned Subsidiary thereof to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrowers hereunder or by the performance by any such agreement, and Wyndham will not on Loan Party or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Subsidiary thereof of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets (including granting incidental registration rights other than distribution agreements or license agreements, provided that with respect to any Registration Statement required such distribution agreements or license agreement that prohibit any Loan Party from granting to be filed the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or maintained hereunderdistributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) if to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and only if the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Collateral Agreement) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of any Loan Party to (i) pay dividends or make other distributions to any Loan Party or any other Subsidiary of any Loan Party, or pay any Debt owed to any Loan Party or any other Subsidiary of any Loan Party, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the Third-Party's registration rights sale of all or a substantial part of the assets of any Subsidiary of any Loan Party pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions permitted under this Agreement imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (C) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (D) customary provisions in organizational documents of any Foreign Subsidiary of any Loan Party that restrict the transfer of Capital Securities of such Subsidiaries, and (E) any applicable law, rule or regulation (including, without limitation, demand registration rights) provide to applicable currency control laws and applicable state corporate statutes restricting the Holders payment of Registrable Securities who seek to participate dividends in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iiicertain circumstances)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham Each of the Guarantors and the Lessees shall not, and shall not permit any of its Subsidiaries to, enter into or become or remain subject to any restriction on the ability of such Guarantor, such Lessee or such Subsidiary to make dividends or distributions in cash or kind to such Guarantor, such Lessee or such Subsidiary, to make loans, advances or other payments of whatsoever nature to such Guarantor, such Lessee or such Subsidiary, or to make transfers or distributions of all or any part of its assets to such Guarantor, such Lessee or such Subsidiary either in its Governing Documents or in any agreement or contract to which it is not a party to(other than restrictions in this Guarantee, the other Operating Agreements, the New Master Agreement and will not on the Revolving Credit Agreement), nor shall any of them enter into any indenture, agreement, instrument or after other arrangement which, (a) directly or indirectly prohibits or restrains, or has the date effect of this Agreement enter intoprohibiting or restraining, or could reasonably be expected to impose materially adverse conditions upon, the incurrence of the Obligations under the Operating Agreements, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on the Operative Agreements or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares amending of any of Wyndham's capital stock after the date hereof Operative Agreements, (including granting incidental registration rights with respect b) contains any provision which would be violated or breached by the making of Loans to the Borrower or any Registration Statement required to be filed Lessee, the incurrence of Indebtedness by any Guarantor or maintained Lessee hereunder, or by the performance by any Guarantor or Lessee or any of its Subsidiaries of any of its obligations under any Operative Agreement or (c) if and only if directly or indirectly prohibits any of the Guarantors or the Lessees or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, other than (i) restrictions on specific assets which assets are the Third-Party's registration rights (including, without limitation, demand registration rights) provide subject of purchase money security interests to the Holders of Registrable Securities who seek to participate in such registration extent permitted under Section 12.02, (whether or not such registration is initiated hereunderii) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority customary anti-assignment provisions contained in Section 2(a)(iii))leases and licensing agreements entered into by such Guarantor, provided, further, however, that if such registration is not initiated by the Initial Holders Lessee or such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained Subsidiary in the second paragraph ordinary course of Section 2(a)(i)its business, and (iiiii) restrictions in the Third Party is required to enter into Revolving Credit Agreement, the agreements provided for in Section 3 hereof other Loan Documents (as if it were Wyndham) on defined in the terms Revolving Credit Agreement), this Guarantee and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsNew Master Agreement.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on including without limitation any amendments to existing agreements, containing any provision which would (a) be violated or after breached by any borrowing by the date of this Agreement modify in Company hereunder or by the performance by any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Loan Party of any of Wyndham's capital stock after its obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the date hereof Administrative Agent and the Lenders, a Lien on any of its assets, now or hereafter acquired, or (including granting incidental registration rights with respect c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Company or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any other Subsidiary, or pay any Debt owed to the Holders hereunder as Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party; (x) except (in respect of any of the matters referred to in clauses (b) and (c) above only) for (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such registration were a Required Registration restrictions or conditions apply only to the property or assets securing such Debt, (includingC) customary provisions in leases, without limitationJoint Venture agreements (created in the ordinary course consistent with past practices) and other contracts restricting the assignment thereof, (D) customary provisions restricting assignment or transfer of any agreement entered into in the priority provisions contained ordinary course of business and (E) any agreement in Section 2(a)(iii)), provided, further, however, effect at the time that if such registration any Subsidiary is not initiated acquired by the Initial Holders Company, so long as such registration shall agreement was not be deemed one entered into in contemplation of such Person becoming a Subsidiary and (y) except (in respect of the eight Required Registrations matter described in clause (c)(i) above only) for purposes customary restrictions on the ability of any Subsidiary to pay dividends or make other distributions to the limitations Company or any other Subsidiary or pay any debt owed to the Company or any other Subsidiary, in each case contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a)Subordinated Debt Documents. The rights granted Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders foregoing terms of Wyndham's other issued and outstanding securities under any such agreementsthis Section 11.8.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) pay dividends or make other distributions to Borrower or any other Loan Party, or pay any Debt owed to Borrower or any other Loan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third-Party's registration rights cases of clauses (includingb) and (c), without limitation(A) restrictions or conditions imposed by any agreement relating to purchase money Debt, demand registration rights) provide Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the Holders of Registrable Securities who seek to participate property or assets securing such Debt or the property leased or licensed, (B) customary provisions in such registration leases and other contracts restricting the assignment thereof, (whether C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i)any loan documents governing any Subordinated Debt or Approved AR Loan Facility, and (iiE) the Third Party is required to enter into the agreements provided for customary provisions in Section 3 hereof (as if it were Wyndham) on the terms and contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Affiliated Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts would (a) be violated or breached by the borrowing by the Company hereunder or by the performance by any Affiliated Party of any of its Obligations hereunder or under any other Loan Document, or (b) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Special Purpose Subsidiary in connection with a Permitted Securitization) to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Affiliated Party or (iii) transfer any of its assets or properties to any Affiliated Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases, Junior Capital and other Debt permitted by this Agreement, (C) customary provisions in leases and other contracts restricting the assignment thereof, (D) Liens securing Debt otherwise permitted to be incurred under the provisions of this Agreement nor has Wyndham entered into any Section 11.2 hereof that limit the right of the debtor to dispose of the assets subject to such agreementLiens, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party"E) who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights provisions with respect to any Registration Statement required the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business and (F) restrictions on deposits (to be filed or maintained the extent permitted hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated imposed by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained customers under contracts entered into in the second paragraph ordinary course of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a)business. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.600198569v6