Common use of Limitation on Certain Restrictions on Restricted Subsidiaries Clause in Contracts

Limitation on Certain Restrictions on Restricted Subsidiaries. Create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower or any other Qualified Loan Party, or (c) transfer any of its properties or assets to Borrower or any other Qualified Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) the Term Loan Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower or any of its Restricted Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereof; (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiary.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Holdings will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other Equity Interest or participation in its profits, in each case owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other of its Subsidiaries that are Qualified Loan Party, Credit Parties or (c) transfer any of its properties or assets to the Borrower or any other of its Subsidiaries that are Qualified Loan PartyCredit Parties, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Closing Date and described on Schedule 9.08, (ii) applicable law, (iiiii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents), (iv) the ABL Credit Agreement and the other ABL Loan Documents, (iii) the Term Loan Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries, (vvi) customary provisions restricting assignment sublicensing or subletting of any licensing or leasing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licenseelicensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business, (vivii) restrictions on the transfer of any asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such assetasset or Subsidiary, (viiviii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (dpermitted by Sections 9.01(c), (e), (f), (m), (n), (r), (s), (t), (u), (wv) or (x) of the definition thereof); (viiiix) any agreement or instrument governing Permitted Acquired Debtin effect at the time any entity becomes a Subsidiary of the Borrower or any assets are acquired by a Credit Party, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition acquisition of such Subsidiary or Permitted Investmentassets by a Credit Party; (ixx) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted AcquisitionSubsidiary; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, (xxi) customary restrictions on the transfer of joint venture interests; and , (xixii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign SubsidiarySubsidiary permitted to be incurred pursuant to Section 9.04, (xiii) customary net worth provisions contained in real property leases entered into by the Borrower and the Restricted Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and Restricted Subsidiaries to meet their ongoing obligations, (xiv) any restrictions regarding licenses or sublicenses by the Borrower and the Restricted Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xv) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xiv); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower or any of its a Restricted SubsidiariesSubsidiary, (b) make loans or advances to Borrower or any other Qualified Loan Party, Restricted Subsidiary or (c) transfer any of its properties or assets to Borrower or any other Qualified Loan PartyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its a Restricted Subsidiaries, Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its a Restricted Subsidiaries Subsidiary in the ordinary course of business, ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any asset or the conduct of business related thereto pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereofsale; (viii) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower; (ix) without affecting Borrower’s obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition, which encumbrance or restriction is not applicable to any Person person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and person so long as the respective encumbrances or restrictions were not created acquired; (or made more restrictivexii) in connection with the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable pursuant to any joint venture that is a Restricted Subsidiary existing at agreement or stockholders agreements solely to the time extent of the acquisition thereof as a result Equity Interests of a Permitted Investment or a Permitted Acquisitionproperty held in the subject joint venture or other entity; or (xiii) any 135 encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (viii) or (xi) above; provided that the restrictions applicable such amendments or refinancings are no more materially restrictive with respect to such joint venture are not made more burdensome, from the perspective of Borrower encumbrances and its Restricted Subsidiaries, restrictions than those as in effect immediately before giving effect prior to the consummation of the respective Permitted Investment such amendment or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiaryrefinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Agreement and the other Loan Credit Documents, (iii) the Term Loan Credit Agreements Documents, the Senior Secured Notes Documents, the Existing Notes Documents and, after the execution and delivery thereof, the other Term Loan Permitted Subordinated Debt Documents, the Permitted Unsecured Debt Documents (in each case, including and any Permitted Refinancing thereof) and Debt Documents governing Permitted Refinancing Indebtedness in respect of any other Permitted of the foregoing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement or other contract (and in which Borrower or any of its Restricted Subsidiaries is the licensee)each case, any acquisition or sale agreement permitted by this Agreement or any other contract assets subject thereto) entered into by Holdings the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (dpermitted by Section 9.01(iii), (evi), (fvii), (rx), (s), (t), (u), (wxv) or (x) of the definition thereofxvi); (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted an Investment pursuant to Section 9.05 or a Permitted AcquisitionAcquisition effected in accordance with Section 9.05(xii); provided provided, that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, (x) customary negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 9.04 but only if such negative pledge or restriction expressly permits Liens for the transfer benefit of joint venture interests; the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (xi) encumbrances or restrictions and conditions on any Foreign Subsidiary cash or other deposits or net worth imposed by customers under agreements entered into in the terms ordinary course of business, and (xii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viii) above; provided, that the provisions relating to such encumbrance or restriction contained in any Permitted Indebtedness of such Foreign Subsidiary.refinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viii). 104

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Term Loan Existing Revolving Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted IndebtednessAgreement, (iv) any document or instrument governing Indebtedness incurred pursuant to Section 10.04(iii), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (v) any document or instrument governing Indebtedness incurred pursuant to Sections 10.04(ii), (xiv), and (xvi), (vi) customary provisions restricting subletting subletting, subleasing, transferring, assignment or assignment transfer of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries, (vvii) customary provisions restricting assignment of any licensing agreement (in which or other contract entered into by the Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of businessSubsidiaries, (viviii) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (viixix) a Lien permitted by Section 10.01, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien and (x) restrictions or encumbrances with respect to a Restricted Subsidiary of the Borrower imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or all or substantially all of the assets of such Restricted Subsidiary, so long as such sale or disposition is permitted under this Agreement and the other Credit Documents, (xi) restrictions and encumbrances in a contractual obligation which exist on the transfer Effective Date and (to the extent not otherwise permitted by this Section 10.09) are listed on Schedule 10.09 to the Disclosure Letter, and any modification, replacement, renewal, extension or refinancing of any asset subject such contractual obligation so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Lenders or materially more restrictive on the Borrower and its Restricted Subsidiaries, (xii) restrictions and encumbrances binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower pursuant to a Permitted Lien of the type described in clause (dAcquisition or an Investment made under Section 10.05(xv), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereof; (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective such restrictions and encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; Investment and do not apply to any Person other than the Restricted Subsidiary so acquired, (ixxiii) restrictions customary provisions in joint venture agreements and other similar agreements applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition; provided that the restrictions ventures permitted hereunder and applicable solely to such joint venture are not made more burdensome, from the perspective of Borrower (and its Restricted Subsidiaries, than those as assets or Equity Interest issued by such Person) entered into in effect immediately before giving effect to the consummation ordinary course of the respective Permitted Investment or Permitted Acquisitionbusiness, (x) customary restrictions on the transfer of joint venture interests; and (xixiv) restrictions and conditions encumbrances on any Foreign Subsidiary cash or other deposits or net worth imposed by customers under contracts entered into in the terms ordinary course of business, (xv) restrictions and encumbrance that arise in connection with cash or other deposits permitted under Section 10.01 and 10.05 and limited to such cash or deposits, (xvi) restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with Permitted Acquisitions and Investments permitted under Sections 10.05(xv) and (xix), and (xvii) any Permitted document or instrument governing Indebtedness of such Foreign Subsidiarya Restricted Party that is not a Credit Party which is permitted by Section 10.04 and which does not apply to a Credit Party.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interest or participation in its profits owned by the Administrative Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Administrative Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Administrative Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Administrative Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Agreement and the other Loan Credit Documents, (iii) the Term Loan Credit Agreements Senior Secured Notes Documents and, after the execution and delivery thereof, any other Parity Lien Document, any Junior Lien Document, the other Term Loan Permitted Subordinated Debt Documents, the Permitted Unsecured Debt Documents (in each case, including and any Permitted Refinancing thereof) and Debt Documents governing Permitted Refinancing Indebtedness in respect of any other Permitted of the foregoing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Administrative Borrower or any of its Restricted Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement or other contract (and in which Borrower or any of its Restricted Subsidiaries is the licensee)each case, any acquisition or sale agreement permitted by this Agreement or any other contract assets subject thereto) entered into by Holdings the Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereofLien; (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted an Investment pursuant to Section 9.05 or a Permitted AcquisitionAcquisition effected in accordance with Section 9.05(xii); provided provided, that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Administrative Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, ; (x) customary negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 9.04 but only if such negative pledge or restriction expressly permits Liens for the transfer benefit of joint venture intereststhe Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (xi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (xii) restrictions that will not materially impair the Borrowers’ ability to make payments under this Agreement and the other Credit Documents; (xiii) [reserved]; and (xixiv) restrictions and conditions on an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viii) above; provided, that the provisions relating to such encumbrance or restriction contained in any Foreign Subsidiary imposed by such refinancing, replacement or substitution agreement (taken as a whole) are not materially less favorable to the terms of any Permitted Indebtedness of Borrowers or the Lenders than the provisions relating to such Foreign Subsidiaryencumbrance or restriction contained in the agreements or instruments referred to in such clause (viii).

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower Holdings or any of its a Restricted SubsidiariesSubsidiary, (b) make loans or advances to Borrower Holdings or any other Qualified Loan Party, Restricted Subsidiary or (c) transfer any of its properties or assets to Borrower Holdings or any other Qualified Loan PartyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements and the other Term First Lien Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, refinancing thereof; (iv) the Senior Note Documents; (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its a Restricted Subsidiaries, Subsidiary; (vvi) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its a Restricted Subsidiaries Subsidiary in the ordinary course of business, ; (vivii) restrictions on any holder of a Lien permitted by Section 6.02 restricting the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset property subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereofthereto; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (ix) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower; (x) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (xi) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (xii) any instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition, which encumbrance or restriction is not applicable to any Person person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant person so acquired; (xiii) in the case of any joint venture and in respect of any matters referred to in clauses (b) and (c) above, the Organizational Documents or the joint venture agreement or stockholders agreements solely to the respective extent affecting the Equity Interests of or property held in the subject joint venture; (xiv) Indebtedness of any Foreign Restricted Subsidiary (to the extent such restrictions or encumbrances are applicable to such Foreign Restricted Subsidiary); (xv) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (xvi) documents evidencing any Permitted Acquisition Incremental Equivalent Debt or Permitted Investment any Credit Agreement Refinancing Indebtedness; and so long as the respective (xvii) any encumbrances or restrictions were not created (imposed by any amendments or made more restrictive) in connection with refinancings, refundings, renewals or in anticipation extensions that are otherwise permitted by the Loan Documents of the respective Permitted Acquisition contracts, instruments or Permitted Investment; obligations referred to in clauses (iv), (ix), (xii) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition(xvi) above; provided that the restrictions applicable such amendments or refinancings, refundings, renewals - 105 - or extensions are no more materially restrictive with respect to such joint venture are not made more burdensome, from the perspective of Borrower encumbrances and its Restricted Subsidiaries, restrictions than those as in effect immediately before giving effect prior to the consummation of the respective Permitted Investment such amendment or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiaryrefinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower Holdings or any of its a Restricted SubsidiariesSubsidiary, (b) make loans or advances to Borrower Holdings or any other Qualified Loan Party, Restricted Subsidiary or (c) transfer any of its properties or assets to Borrower Holdings or any other Qualified Loan PartyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its a Restricted Subsidiaries, Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its a Restricted Subsidiaries Subsidiary in the ordinary course of business, ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any asset or the conduct of business related thereto pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereofsale; (viii) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition, which encumbrance or restriction is not applicable to any Person 129 person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant person so acquired; (xii) in the case of any joint venture and in respect of any matters referred to in clauses (b) and (c) above, the Organizational Documents or the joint venture agreement or stockholders agreements solely to the respective Permitted Acquisition extent affecting the Equity Interests of or Permitted Investment property held in the subject joint venture; (xiii) Indebtedness of any Foreign Restricted Subsidiary (to the extent such restrictions or encumbrances are applicable to such Foreign Restricted Subsidiary); (xiv) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; and so long as the respective (xv) any encumbrances or restrictions were not created (imposed by any amendments or made more restrictive) in connection with refinancings, refundings, renewals or in anticipation extensions that are otherwise permitted by the Loan Documents of the respective Permitted Acquisition contracts, instruments or Permitted Investment; obligations referred to in clauses (ixiii), (viii) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition(xi) above; provided that the restrictions applicable such amendments or refinancings, refundings, renewals or extensions are no more materially restrictive with respect to such joint venture are not made more burdensome, from the perspective of Borrower encumbrances and its Restricted Subsidiaries, restrictions than those as in effect immediately before giving effect prior to the consummation of the respective Permitted Investment such amendment or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiaryrefinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Parent and the Company will not, and will not permit any of the Company’s Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other Equity Interest or participation in its profits, in each case owned by Borrower the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Borrower the Company or any of its Restricted Subsidiaries, (b) make loans or advances to Borrower the Company or any other Qualified Loan Party, of its Subsidiaries that are Borrowers or (c) transfer any of its properties or assets to Borrower the Company or any other Qualified Loan Partyof its Subsidiaries that are Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Effective Date and described on Schedule 10.08, (ii) applicable law, (iiiii) this Agreement and the other Loan Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents), (iiiiv) the Term Loan Credit Agreements Agreement and the other Term Loan Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in each case, including any Permitted Refinancing thereof) material respect than those contained in the Term Loan Agreement and any the other Permitted IndebtednessTerm Loan Documents), (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Borrower the Company or any of its Restricted Subsidiaries, (vvi) [reserved], (vii) customary provisions restricting assignment assignment, sublicensing or subletting of any licensing or leasing agreement (in which Borrower the Company or any of its Restricted Subsidiaries is the licenseelicensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings Parent, the Company or any of its Restricted Subsidiaries in the ordinary course of business, (viviii) restrictions on the transfer of any asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such assetasset or Subsidiary, (viiix) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (dpermitted by Xxxxxxxx 00.00(x), (ex), (fx), (rx), (sx), (tx), (ux), (wx), (x) or (x) of the definition thereof); (viiix) any agreement or instrument governing Permitted Acquired Debtin effect at the time any entity becomes a Subsidiary of the Company or any assets are acquired by a Credit Party, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition acquisition of such Subsidiary or Permitted Investmentassets by a Credit Party; (ixxi) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted AcquisitionSubsidiary, (xxii) customary restrictions on the transfer of joint venture interests; and , (xixiii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign SubsidiarySubsidiary permitted to be incurred pursuant to Section 10.04, (xiv) customary net worth provisions contained in real property leases entered into by the Company and the Restricted Subsidiaries in the ordinary course of business, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and Restricted Subsidiaries to meet their ongoing obligations, (xv) any restrictions regarding licenses or sublicenses by the Company and the Restricted Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xvi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xv); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Agreement and the other Loan Credit Documents, (iii) the Term Revolving Loan Credit Agreements Documents, the Senior Secured Notes Documents, the 9.25% Notes Documents and, after the execution and delivery thereof, the other Term Loan Permitted Subordinated Debt Documents, the Permitted Unsecured Debt Documents (in each case, including and any Permitted Refinancing thereof) and Debt Documents governing Permitted Refinancing Indebtedness in respect of any other Permitted of the foregoing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement or other contract (and in which Borrower or any of its Restricted Subsidiaries is the licensee)each case, any acquisition or sale agreement permitted by this Agreement or any other contract assets subject thereto) entered into by Holdings the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (dpermitted by Section 9.01(iii), (evi), (fvii), (rx), (s), (t), (u), (wxv) or (x) of the definition thereofxvi); (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted an Investment pursuant to Section 9.05 or a Permitted AcquisitionAcquisition effected in accordance with Section 9.05(xii); provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, (x) customary negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 9.04 but only if such negative pledge or restriction expressly permits Liens for the transfer benefit of joint venture interests; the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (xi) encumbrances or restrictions and conditions on any Foreign Subsidiary cash or other deposits or net worth imposed by customers under agreements entered into in the terms ordinary course of business, and (xii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viii) above, provided, that the provisions relating to such encumbrance or restriction contained in any Permitted Indebtedness of such Foreign Subsidiaryrefinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viii).

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interest or participation in its profits owned by the Administrative Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Administrative Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Administrative Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Administrative Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Agreement and the other Loan Credit Documents, (iii) the Term Loan Credit Agreements Senior Secured Notes Documents and, after the execution and delivery thereof, any other Parity Lien Document, any Junior Lien Document, the other Term Loan Permitted Subordinated Debt Documents, the Permitted Unsecured Debt Documents (in each case, including and any Permitted Refinancing thereof) and Debt Documents governing Permitted Refinancing Indebtedness in respect of any other Permitted of the foregoing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Administrative Borrower or any of its Restricted Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement or other contract (and in which Borrower or any of its Restricted Subsidiaries is the licensee)each case, any acquisition or sale agreement permitted by this Agreement or any other contract assets subject thereto) entered into by Holdings the Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereofLien; (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective ​ 119 ​ encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted an Investment pursuant to Section 9.05 or a Permitted AcquisitionAcquisition effected in accordance with Section 9.05(xii); provided provided, that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Administrative Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, ; (x) customary negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 9.04 but only if such negative pledge or restriction expressly permits Liens for the transfer benefit of joint venture intereststhe Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (xi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (xii) restrictions that will not materially impair the Borrowers’ ability to make payments under this Agreement and the other Credit Documents; (xiii) [reserved]; and (xixiv) restrictions and conditions on an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viii) above; provided, that the provisions relating to such encumbrance or restriction contained in any Foreign Subsidiary imposed by such refinancing, replacement or substitution agreement (taken as a whole) are not materially less favorable to the terms of any Permitted Indebtedness of Borrowers or the Lenders than the provisions relating to such Foreign Subsidiaryencumbrance or restriction contained in the agreements or instruments referred to in such clause (viii).

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any Restricted Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Restricted Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any other Qualified Loan Party, Restricted Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan PartyRestricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements Senior Note Documents and the other Term Revolving Credit Loan Documents (or other Material Indebtedness; provided that in each case, including any Permitted Refinancing thereof) and any the case of such other Permitted Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries, a Company; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings a Restricted Subsidiary of the Borrower; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the time such Restricted Subsidiary of the Borrower becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documents and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the 173 case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of its Restricted Subsidiaries the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held in, such joint venture, and customary provisions in asset sale and stock sale agreements and other similar agreements permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the assets or persons subject to such sale agreements; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereof; (viiixi) any agreement or instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition, which encumbrance or restriction is not applicable to any Person person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and person so long as the respective acquired; (xii) any encumbrances or restrictions were imposed by any amendments or refinancings that are otherwise not created prohibited by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (viii) or made (xi) above; provided that such amendments or refinancings are no more restrictivematerially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing or (xiii) any restrictions on transfer of the Equity Interests in NKL or its direct parents, 4260848 Canada Inc. and 4260856 Canada Inc., imposed by any lock-up or listing agreement, rule or regulation in connection with any listing or offering of Equity Interests in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect NKL to the consummation extent required by applicable Requirements of the respective Permitted Investment Law or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiarylisting or stock exchange requirements.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any Restricted Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Restricted Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any other Qualified Loan Party, Restricted Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan PartyRestricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements Senior Note Documents and the other Term Revolving Credit Loan Documents or other Material Indebtedness; provided that in the case of such other Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Loan Documents in existence on the Closing Date; (iv) any agreement or instrument evidencing or governing any Indebtedness permitted pursuant to Sections 6.01(e), (m) or (to the extent used to finance working capital) (y), in each casecase to the extent, including in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions would not reasonably be expected to impair in any Permitted Refinancing thereof) and any other Permitted Indebtedness, material respect the ability of the Loan Parties to meet their obligations under the Loan Documents; (ivv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries, a Company; (vvi) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings a Restricted Subsidiary of the Borrower; (vii) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (ix) any agreement in effect at the time such Restricted Subsidiary of the Borrower becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Borrower; (x) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documents and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of its Restricted Subsidiaries the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held in, such joint venture, and customary provisions in asset sale and stock sale agreements and other similar agreements permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the assets or persons subject to such sale agreements; (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereof; (viiixii) any agreement or instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition or other Acquisition permitted pursuant to Section 6.04 hereof, which encumbrance or restriction is not applicable to any Person person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and person so long as the respective acquired; (xiii) any encumbrances or restrictions were imposed by any amendments or refinancings that are otherwise not created prohibited by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (ix) or made (x) above; provided that such amendments or refinancings are no more restrictivematerially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (xiv) any restrictions on transfer of the Equity Interests in NKL or its direct parents, 4260848 Canada Inc, 4260856 Canada Inc. and 8018227 Canada Inc., imposed by any lock-up or listing agreement, rule or regulation in connection with any listing or offering of Equity Interests in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect NKL to the consummation extent required by applicable Requirements of the respective Permitted Investment Law or Permitted Acquisition, listing or stock exchange requirements; or (xxv) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiarycredit event upon merger provisions in Hedging Agreements.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower or any of its a Restricted SubsidiariesSubsidiary, (b) make loans or advances to Borrower or any other Qualified Loan Party, Restricted Subsidiary or (c) transfer any of its properties or assets to Borrower or any other Qualified Loan PartyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its a Restricted Subsidiaries, Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its a Restricted Subsidiaries Subsidiary in the ordinary course of business, ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any asset or the conduct of business related thereto pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereofsale; (viii) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower; (ix) without affecting Borrower s obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition, which encumbrance or restriction is not applicable to any Person person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and person so long as the respective encumbrances or restrictions were not created acquired; (or made more restrictivexii) in connection with the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person s Organizational Documents or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable pursuant to any joint venture that is a Restricted Subsidiary existing at agreement or stockholders agreements solely to the time extent of the acquisition thereof as a result Equity Interests of a Permitted Investment or a Permitted Acquisitionproperty held in the subject joint venture or other entity; or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (viii) or (xi) above; provided that the restrictions applicable such amendments or refinancings are no more materially restrictive with respect to such joint venture are not made more burdensome, from the perspective of Borrower encumbrances and its Restricted Subsidiaries, restrictions than those as in effect immediately before giving effect prior to the consummation of the respective Permitted Investment such amendment or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiaryrefinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Agreement and the other Loan Credit Documents, (iii) the Term Loan Credit Agreements Existing 2013 Notes Documents, the Exchange Notes Documents and, after the execution and delivery thereof, the other Term Loan Permitted Subordinated Debt Documents, the Permitted Unsecured Debt Documents (in each case, including and any Permitted Refinancing thereof) and Debt Documents governing Permitted Refinancing Indebtedness in respect of any other Permitted of the foregoing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement or other contract (and in which Borrower or any of its Restricted Subsidiaries is the licensee)each case, any acquisition or sale agreement permitted by this Agreement or any other contract assets subject thereto) entered into by Holdings the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (dpermitted by Section 10.01(iii), (evi), (fvii), (rx), (s), (t), (u), (wxv) or (x) of the definition thereofxvi); (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted an Investment pursuant to Section 10.05 or a Permitted AcquisitionAcquisition effected in accordance with Section 10.05(xii); provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, (x) customary negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the transfer benefit of joint venture interests; the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (xi) encumbrances or restrictions and conditions on any Foreign Subsidiary cash or other deposits or net worth imposed by customers under agreements entered into in the terms ordinary course of business, and (xii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viii) above, provided, that the provisions relating to such encumbrance or restriction contained in any Permitted Indebtedness of such Foreign Subsidiaryrefinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viii).

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Holdings will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other Equity Interest or participation in its profits, in each case owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other of its Subsidiaries that are Qualified Loan Party, Credit Parties or (c) transfer any of its properties or assets to the Borrower or any other of its Subsidiaries that are Qualified Loan PartyCredit Parties, except for such encumbrances or restrictions existing under or by reason of (i) any agreement in effect on the Closing Date and described on Schedule 9.08, (ii) applicable law, (iiiii) this Agreement and the other Credit Documents (and restrictions applicable to other Indebtedness so long as not more restrictive in any material respect than those contained in this Agreement and the other Credit Documents), (iv) the ABL Credit Agreement and the other ABL Loan Documents, (iii) the Term Loan Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries, (vvi) customary provisions restricting assignment sublicensing or subletting of any licensing or leasing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licenseelicensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business, (vivii) restrictions on the transfer of any asset or Subsidiary or the conduct of business related thereto pending the close of the sale of such assetasset or Subsidiary, (viiviii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (dpermitted by Sections 9.01(c), (e), (f), (m), (n), (r), (s), (t), (u), (wv) or (x) of the definition thereof); (viiiix) any agreement or instrument governing Permitted Acquired Debtin effect at the time any entity becomes a Subsidiary of the Borrower or any assets are acquired by a Credit Party, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition acquisition of such Subsidiary or Permitted Investmentassets by a Credit Party; (ixx) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted AcquisitionSubsidiary; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, (xxi) customary restrictions on the transfer of joint venture interests; and , (xixii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign SubsidiarySubsidiary permitted to be incurred pursuant to Section 9.04, (xiii) customary net worth 119 provisions contained in real property leases entered into by the Borrower and the Restricted Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and Restricted Subsidiaries to meet their ongoing obligations, (xiv) any restrictions regarding licenses or sublicenses by the Borrower and the Restricted Subsidiaries of intellectual property rights in the ordinary course of business (in which case such restrictions shall relate only to such intellectual property rights); and (xv) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the foregoing clauses (i) through (xiv); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance or restriction than those contained in the encumbrance or restriction prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other interest or participation in its profits owned by a Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to a Borrower or any of its a Restricted SubsidiariesSubsidiary, (b) make loans or advances to a Borrower or any other Qualified Loan Party, Restricted Subsidiary or (c) transfer any of its properties or assets to a Borrower or any other Qualified Loan PartyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its a Restricted Subsidiaries, Subsidiary; (viv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its a Restricted Subsidiaries Subsidiary in the ordinary course of business, ; (v) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions on the transfer of and conditions contained in any asset or the conduct of business related thereto pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset, sale; (vii) restrictions on any agreement in effect at the transfer time such Restricted Subsidiary becomes a Restricted Subsidiary of any asset subject to a Permitted Lien Borrower, so long as such agreement was not entered into in connection with or in contemplation of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) such person becoming a Restricted Subsidiary of the definition thereofa Borrower; (viii) without affecting the Loan Parties’ obligations under Section 5.12, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (ix) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (x) any agreement or instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition, which encumbrance or restriction is not applicable to any Person person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and person so long as the respective encumbrances or restrictions were not created acquired; (or made more restrictivexi) in connection with the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable pursuant to any joint venture that is a Restricted Subsidiary existing at agreement or stockholders agreements solely to the time extent of the acquisition thereof as a result Equity Interests of a Permitted Investment or a Permitted Acquisitionproperty held in the subject joint venture or other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (vii) above; provided that the restrictions applicable such amendments or refinancings are no more materially restrictive with respect to such joint venture are not made more burdensome, from the perspective of Borrower encumbrances and its Restricted Subsidiaries, restrictions than those as in effect immediately before giving effect prior to the consummation of the respective Permitted Investment such amendment or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiaryrefinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any Restricted Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Restricted Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any other Qualified Loan Party, Restricted Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan PartyRestricted Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements Senior Note Documents and the other Term Revolving Credit Loan Documents (or other Material Indebtedness; provided that in each case, including any Permitted Refinancing thereof) and any the case of such other Permitted Material Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than such encumbrances and restrictions in the Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its Restricted Subsidiaries, a Company; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings a Restricted Subsidiary of the Borrower; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the time such Restricted Subsidiary of the Borrower becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documents and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person or (B) the case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of its Restricted Subsidiaries the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held in, such joint venture, and customary provisions in asset sale and stock sale agreements and other similar agreements permitted hereunder that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the assets or persons subject to such sale agreements; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereof; (viiixi) any agreement or instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition, which encumbrance or restriction is not applicable to any Person person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and person so long as the respective acquired; (xii) any encumbrances or restrictions were imposed by any amendments or refinancings that are otherwise not created prohibited by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (viii) or made (xi) above; provided that such amendments or refinancings are no more restrictivematerially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing or (xiii) any restrictions on transfer of the Equity Interests in NKL or its direct parents, 4260848 Canada Inc. and 4260856 Canada Inc., imposed by any lock-up or listing agreement, rule or regulation in connection with any listing or offering of Equity Interests in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect NKL to the consummation extent required by applicable Requirements of the respective Permitted Investment Law or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiarylisting or stock exchange requirements.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Agreement and the other Loan Credit Documents, (iii) the Term Revolving Loan Credit Agreements Documents, the Senior Secured Notes Documents, the Existing Notes Documents and, after the execution and delivery thereof, the other Term Loan Permitted Subordinated Debt Documents, the Permitted Unsecured Debt Documents (in each case, including and any Permitted Refinancing thereof) and Debt Documents governing Permitted Refinancing Indebtedness in respect of any other Permitted of the foregoing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement or other contract (and in which Borrower or any of its Restricted Subsidiaries is the licensee)each case, any acquisition or sale agreement permitted by this Agreement or any other contract assets subject thereto) entered into by Holdings the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (dpermitted by Section 9.01(iii), (evi), (fvii), (rx), (s), (t), (u), (wxv) or (x) of the definition thereofxvi); (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted an Investment pursuant to Section 9.05 or a Permitted AcquisitionAcquisition effected in accordance with Section 9.05(xii); provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, (x) customary negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 9.04 but only if such negative pledge or restriction expressly permits Liens for the transfer benefit of joint venture interests; the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (xi) encumbrances or restrictions and conditions on any Foreign Subsidiary cash or other deposits or net worth imposed by customers under agreements entered into in the terms ordinary course of business, and (xii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viii) above, provided, that the provisions relating to such encumbrance or restriction contained in any Permitted Indebtedness of such Foreign Subsidiaryrefinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viii).

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Agreement and the other Loan Credit Documents, (iii) the Term TLB Loan Credit Agreements Documents, the Revolving Loan Documents, the Senior Secured Notes Documents, the 9.25% Notes Documents and, after the execution and delivery thereof, the other Term Loan Permitted Subordinated Debt Documents (in each case, including and any Permitted Refinancing thereof) and Debt Documents governing Permitted Refinancing Indebtedness in respect of any other Permitted of the foregoing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement or other contract (and in which Borrower or any of its Restricted Subsidiaries is the licensee)each case, any acquisition or sale agreement permitted by this Agreement or any other contract assets subject thereto) entered into by Holdings the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto pending the close of the sale of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (epermitted by Section 9.01(c), (f), (rg), (sj), (t), (u), (wo) or (x) of the definition thereof; p); (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; Investment; (ix) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted an Investment pursuant to Section 9.05 or a Permitted Acquisition; Acquisition effected in accordance with Section 9.05(l); provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Permitted Investment or Permitted Acquisition, (x) customary negative pledges and restrictions on the transfer Liens in favor of joint venture interests; and any holder of Indebtedness for borrowed money permitted under Section 9.04, (xi) encumbrances or restrictions and conditions on any Foreign Subsidiary cash or other deposits or net worth imposed by customers under agreements entered into in the terms ordinary course of business, and (xii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (viii) above; provided, that the provisions relating to such encumbrance or restriction contained in any Permitted Indebtedness of such Foreign Subsidiaryrefinancing, replacement or substitution agreement are no less favorable to the Borrower or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (viii).

Limitation on Certain Restrictions on Restricted Subsidiaries. Create Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock capital stock or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Borrower Holdings or any of its a Restricted SubsidiariesSubsidiary, (b) make loans or advances to Borrower Holdings or any other Qualified Loan Party, Restricted Subsidiary or (c) transfer any of its properties or assets to Borrower Holdings or any other Qualified Loan PartyRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Requirements of Law; (ii) this Agreement and the other Loan Documents, ; (iii) the Term Loan Credit Agreements and the other Term Loan Documents (in each case, including any Permitted Refinancing thereof) and any other Permitted Indebtedness, Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Borrower or any of its a Restricted Subsidiaries, Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of its a Restricted Subsidiaries Subsidiary in the ordinary course of business, ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any asset or the conduct of business related thereto pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (d), (e), (f), (r), (s), (t), (u), (w) or (x) of the definition thereofsale; (viii) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of Borrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquired DebtAcquisition, which encumbrance or restriction is not applicable to any Person person, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person acquired pursuant person so acquired; (xii) in the case of any joint venture and in respect of any matters referred to in clauses (b) and (c) above, the Organizational Documents or the joint venture agreement or stockholders agreements solely to the respective extent affecting the Equity Interests of or property held in the subject joint venture; (xiii) Indebtedness of any Foreign Restricted Subsidiary (to the extent such restrictions or encumbrances are applicable to such Foreign Restricted Subsidiary); (xiv) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (xv) documents evidencing any Permitted Acquisition Incremental Equivalent Debt or Permitted Investment any Credit Agreement Refinancing Indebtedness; and so long as the respective (xvi) any encumbrances or restrictions were not created (imposed by any amendments or made more restrictive) in connection with refinancings, refundings, renewals or in anticipation extensions that are otherwise permitted by the Loan Documents of the respective Permitted Acquisition contracts, instruments or Permitted Investment; obligations referred to in clauses (ixiii), (viii), (xi) restrictions applicable to any joint venture that is a Restricted Subsidiary existing at the time of the acquisition thereof as a result of a Permitted Investment or a Permitted Acquisition(xv) above ; provided that the restrictions applicable such amendments or refinancings, refundings, renewals or extensions are no more materially restrictive with respect to such joint venture are not made more burdensome, from the perspective of Borrower encumbrances and its Restricted Subsidiaries, restrictions than those as in effect immediately before giving effect prior to the consummation of the respective Permitted Investment such amendment or Permitted Acquisition, (x) customary restrictions on the transfer of joint venture interests; and (xi) restrictions and conditions on any Foreign Subsidiary imposed by the terms of any Permitted Indebtedness of such Foreign Subsidiaryrefinancing.

Limitation on Certain Restrictions on Restricted Subsidiaries. Create The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Borrower to (a) pay dividends or make any other distributions on its Stock Equity Interest owned by the Borrower or any of its Restricted Subsidiaries, Subsidiaries or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower or any other Qualified Loan Party, of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any other Qualified Loan Partyof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, rule, regulation or order, (ii) this Agreement and the other Loan Credit Documents, (iii) after the Term Loan Credit Agreements execution and the other Term Loan Documents (in each casedelivery thereof, including any documents governing any Permitted Pari Passu Priority Lien Refinancing thereof) and Debt or any other Permitted IndebtednessJunior Financing Documentation, (iv) customary provisions restricting subletting subletting, transfer, license or assignment of any lease governing any leasehold interest of the Borrower or any of its Restricted SubsidiariesSubsidiaries or otherwise relating to the assets subject thereto, (v) customary provisions restricting transfer, license or assignment of any licensing agreement (in which Borrower or any of its Restricted Subsidiaries is the licensee), any acquisition or sale agreement permitted by this Agreement or any other contract (or otherwise relating to the assets subject thereto) entered into by Holdings the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or the conduct of business related thereto Subsidiary pending the close of the sale of such assetasset or Subsidiary, (vii) restrictions on the transfer of any asset subject to a Permitted Lien of the type described in clause (dpermitted by Section 10.01(iii), (eiv)(y), (fvi), (rvii), (sxiv), (txv), (uxvi), (wxx), (xxi), (xxii), (xxiii), (xxiv), (xxvi), (xxviii) or (x) of the definition thereofxxix); (viii) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition or Permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition or Permitted Investment; (ix) restrictions applicable to any Unrestricted Subsidiary or any joint venture (or the Equity Interests thereof); (x) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that Table of Contents such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; (xi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (xii) the Existing 2017 Notes Indenture, the ABL Facility Documentation and any agreements governing Permitted Refinancing Indebtedness in respect thereof; (xiii) contractual obligations which (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 10.09) are listed on Schedule 10.09 hereto and (y) to the extent contractual obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, or any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Lenders; (xiv) restrictions binding on a Restricted Subsidiary existing at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the acquisition thereof Borrower, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a result of a Permitted Investment or a Permitted Acquisition; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of Borrower and its Restricted Subsidiaries, than those as in effect immediately before giving effect to the consummation Subsidiary of the respective Permitted Investment or Permitted Acquisition, Borrower; (xv) restrictions on (x) customary cash or other deposits constituting Permitted Liens or (y) xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xvi) restrictions on the transfer of joint venture interestsimposed by documentation governing Indebtedness permitted by Section 10.04(xiv), (xvii) or (xix); and (xixvii) restrictions and conditions on an agreement effecting a refinancing, replacement or substitution, extension, renewal or restructuring of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (i) through (xvi) above, provided, that the provisions relating to such encumbrance or restriction contained in any Foreign Subsidiary imposed by such refinancing, replacement or substitution agreement (taken as a whole) are no less favorable to the terms of Borrower or the Lenders in any Permitted Indebtedness of material respect than the provisions relating to such Foreign Subsidiaryencumbrance or restriction contained in the agreements or instruments referred to in such clauses (i) through (xvi).