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

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its 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 of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of the Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings Borrower will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its 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 of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable lawRequirements of Law; (ii) this Agreement and the other Credit Documents Documents, the ABL Credit Agreement, the Secured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Note/Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings Borrower or any Restricted Subsidiary of HoldingsBorrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary and any Subsidiary of such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (xi) the Permitted Junior Debt Documents and Documents, (yii) the Permitted Pari Passu Notes Documents, (iii) the Permitted Pari Passu Loan Documents, (iv) any documentation governing ABL Term Incremental Equivalent Debt and (v) any documentation governing ABL Term Refinancing Debt; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a 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 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) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; Borrower; (viii) encumbrances 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; (ix) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixx) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xi) in 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 pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; or (xxii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause (vii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrowers will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents Documents, the ABL Credit Agreement, the Unsecured Notes Indenture and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings Lead Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings Lead Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings Lead Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings Lead Borrower or any Restricted Subsidiary of HoldingsLead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings Lead 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (xi) the Permitted Junior Debt Documents and (yii) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction Financing or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction Financing or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiaries, Borrower; (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Borrower’s Subsidiaries; or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings Borrower or any a Subsidiary of Borrower, (iv) existing restrictions under Indebtedness existing on the Restricted Subsidiaries; Closing Date and described in Schedule 6.01 attached hereto, (v) customary provisions restricting assignment restrictions with respect solely to any Subsidiary of any licensing Holdings imposed pursuant to a binding agreement (in which Holdings has been entered into for the sale or any disposition of all of the Restricted Subsidiaries is Equity Interests or assets of such Subsidiary; provided that, such restrictions apply solely to the licensee) Equity Interests or other contract entered into by Holdings or any assets of the Restricted Subsidiaries in the ordinary course of business; such Subsidiary which are being sold, (vi) in connection with and pursuant to refinancings permitted under this Agreement, replacements of restrictions on imposed pursuant to clause (iv) or this clause (vi) that are not more restrictive taken as a whole than those being replaced and do not apply to any other person or assets other than those that would have been covered by the transfer of any asset pending restrictions in the close of the sale of such asset; Indebtedness so refinanced or replaced, or (vii) any agreement or instrument governing Indebtedness assumed in connection customary provisions with a Permitted Acquisition, respect to the extent the relevant encumbrance disposition or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary distribution of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions assets in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable relating solely to the assets subject to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityagreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its 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 of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents Documents, the ABL Credit Agreement and the other definitive documentation entered into in connection with any of therewith and the foregoingSenior Notes Indenture; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings the Borrower or any Restricted Subsidiary of Holdingsthe Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (xi) the Permitted Junior Debt Documents and (yii) the Permitted Pari Passu Notes Documents;; and (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings -------------------------------------------------- will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower Holdings or any a Subsidiary of its Restricted SubsidiariesHoldings, (b) make loans or advances to the Borrower Holdings or any of its Restricted Holdings' Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of its Restricted Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; , (v) customary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement document or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a evidencing Foreign Subsidiary incurred pursuant to Section 10.04 to the extent Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityIndebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and nor will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (by) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the Restricted its Subsidiaries is the licensee) or any other contract entered into by Holdings the Borrower or any Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance 10.05 or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to Permitted Acquisition effected in clause (vii) aboveaccordance with Section 9.14; provided that the provisions relating restrictions applicable to such encumbrance joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 Permitted Acquisition; (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 10.03(iv); , (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes Documents; (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; Existing 2013 Senior Notes Documents; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; Term Credit Documents; (xiii) customary provisions in joint venture agreements on and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents Senior Notes Documents; and (yxiv) on and after the execution and delivery thereof, the Permitted Pari Passu Senior Refinancing Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and Agreement, the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Xxxxxx Receivables, and Xxxxxxx Xxxxx Receivables, the Xxxxxx Receivables Purchase Facility and the Xxxxxxx Xxxxx Receivables Purchase Facility respectively, (iii) any Refinancing Note Documents; the DFS Inventory Finance Facility and the IBM Inventory Finance Facility, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; , and (vi) restrictions on customary provisions restricting the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset assets subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Liens permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereofSections 8.03(k), (xl) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityn).

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 (other than a Foreign Subsidiary) to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiariesother Subsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesother Subsidiary (except such restrictions as are approved in writing and in advance by the Administrative Agent), (b) make loans or advances to the Borrower or any of its Restricted Borrower’s other Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Borrower’s other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Loan Documents; (iii)(A) the Convertible Senior Note Documents, (B) the Qualified Senior Note Documents, (C) the Senior Unsecured Note Documents and (D) the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing 2007 Senior Unsecured Convertible Note Documents; ; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings Borrower or any of the Restricted Subsidiaries; other Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings Borrower or any of the Restricted Subsidiaries other Subsidiary in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Original Closing Date in accordance with the provisions of this Agreement, the Prior Credit Agreement or the Original Credit Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary is a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; or instrument relating (x) in the case of any Joint Venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such Person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements subject Joint Venture or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Holdings No Credit Agreement Party will, nor will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the U.S. Borrower or any Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or any a Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, (by) make loans or advances to the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower or (cz) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the U.S. Borrower or any a Subsidiary of the Restricted Subsidiaries; U.S. Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings the U.S. Borrower or any of the Restricted its Subsidiaries is the licensee) or any other contract entered into by Holdings the U.S. Borrower or any Subsidiary of the Restricted Subsidiaries U.S. Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance 9.05 or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to Permitted Acquisition effected in clause (vii) aboveaccordance with Section 8.15; provided that the provisions relating restrictions applicable to such encumbrance joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or restriction contained in any such refinancingPermitted Acquisition, replacement or substitution agreement are no less favorable to Holdings 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 (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 9.03(iv); , (x), (xi), (xii) and (xvi), (viii) the Existing 2011 Senior Notes Documents, (ix) the Existing 2010 Senior Notes Documents, (x) the Existing 2009 Senior Notes Documents, (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; Existing 2013 Senior Notes Documents, (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary GuarantorABL Credit Documents, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements on and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents Senior Notes Documents, and (yxiv) on and after the execution and delivery thereof, the Permitted Pari Passu Senior Refinancing Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to Holdings or a Subsidiary except to the Borrower or any of its Restricted Subsidiariesextent such Indebtedness is expressly subordinated to the Loans, (b) make loans or advances to the Borrower Holdings or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower Holdings or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; Permitted Additional Notes; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a Subsidiary in the ordinary course of business; ; (vi) restrictions on any Lien permitted by Section 6.02 restricting the transfer or encumbrance of the property subject thereto; (vii) customary restrictions and conditions contained in any asset pending the close of agreement relating to any transaction permitted under Section 6.05 or the sale of any property permitted under Section 6.06 pending the consummation of such asset; transaction or sale; (viiviii) any agreement or instrument governing Indebtedness assumed in connection with effect at the time such Subsidiary becomes a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Holdings; (ix) without affecting the properties 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 any such Person, other than business that restrict the Persons or the properties acquired transfer of ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in 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 pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; or (xxiii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or Refinancings that are otherwise permitted by the Loan Documents or the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiii), (iii), (vi), (viii) or (xi) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement Refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityRefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing the Senior Subordinated Note Documents; ; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a 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 asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; (x) in 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 instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; assets held in the subject joint venture or other entity; or (xxi) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viii) through (x) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisablerefinancings are, in the good faith determination judgment of the Borrower Holdings' Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest 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 of its Restricted Subsidiaries [reserved] or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents, (iii) any Refinancing Note the Senior Notes Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Borrower or any of the Restricted its Subsidiaries; , (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the Restricted its Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any of the Restricted its Subsidiaries in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 8.1(iii), (vi), (vii), (xi), (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor), which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; ), (xiv) on or after the execution and delivery thereof), (xxv), (xvi), (xvii) the Permitted Junior Debt Documents and or (yxviii); or (viii) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to effect such Qualified Securitization Transaction pay dividends or such Receivables Facilitymake any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Lead Borrower will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents Documents, the ABL Credit Agreement, the Second Lien Credit Agreement, and the other definitive documentation entered into in connection with any of the foregoingtherewith; (iii) any Refinancing Term Loans and Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Lead Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Lead Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Lead Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings the Lead Borrower or any Restricted Subsidiary of Holdingsthe Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings the Lead 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) Documents, the Permitted Pari Passu Notes Documents and the Refinancing Note Documents; (xv) customary restrictions in respect of intellectual property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such intellectual property; and (xvi) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit Guarantor or any of the Restricted their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends Dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by the Borrower Borrower, Guarantor or any of its Restricted their Subsidiaries, or pay any Indebtedness owed to the Borrower Borrower, Guarantor or any of its Restricted their respective Subsidiaries, (by) make loans or advances to the Borrower Borrower, Guarantor or any of its Restricted their respective Subsidiaries or (cz) transfer any of its properties or assets to the Borrower Borrower, Guarantor or any of its Restricted their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower, Guarantor or any of the Restricted their respective Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower, Guarantor or any of the Restricted their respective Subsidiaries in the ordinary course of business; , and (viv) restrictions on the transfer of any asset pending assets subject to or restrictions on the close making of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed distributions imposed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereofSections 7.2.3(b), (xc) the Permitted Junior Debt Documents and or (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityd).

Limitation on Certain Restrictions on Subsidiaries. Holdings Company will not, and nor will not permit any of the Restricted its Material Subsidiaries or Purchaser to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of Company or any such Restricted Material Subsidiary of Company or Purchaser to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Capital Stock to Company or any of its Restricted Subsidiaries, Subsidiaries or pay any Indebtedness or other Obligation owed to the Borrower Company or any of its Restricted Subsidiaries, (bii) make any loans or advances to the Borrower Company or any of its Restricted Material Subsidiaries or Purchaser, or (ciii) transfer any of its properties or assets property to the Borrower Company or any of its Restricted SubsidiariesMaterial Subsidiaries or Purchaser, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) applicable law; any encumbrance or restriction pursuant to the Loan Documents, the Designated Existing Notes (ii) this Agreement and or any Replacement Senior Note Financing thereof), the other Existing Target Notes, the Existing Target Subordinated Debt, the Senior Notes, the Revolving Credit Facility Loan Documents and the other definitive documentation entered into in connection any Revolving Credit Agreement Refinancing, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization, any Receivables Factoring Facility, any agreement evidencing Indebtedness permitted pursuant to Sections 8.2(d), (g), (i) and (o) (in the case of Sections 8.2(d) and (o), so long as such restrictions, taken as a whole, are not materially less favorable to Company than those set forth in the Revolving Credit Facility Loan Documents, it being understood and agreed that the requirements in this parenthetical may be satisfied by the delivery of a certificate by Company to Administrative Agent certifying the requirements of this parenthetical have been satisfied), any agreement evidencing Indebtedness of any Subsidiary acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Company other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, the Co-operation Agreement, any agreement in effect at or entered into on the Effective Date and reflected on Schedule 8.14(a) hereto or solely for the period commencing on the Effective Date and ending on the date of the initial borrowing of the Revolving Credit Facility Loans, the “Loan Documents” (as such term is defined in the Existing Credit Agreement); (iiib) any Refinancing Note Documentsencumbrance or restriction with respect to a Subsidiary of Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary, or agreements relating to the Capital Stock or governance provisions of such Subsidiary (to the extent, and for so long as, such agreements are unable to be amended, replaced or otherwise modified to remove such encumbrances or restrictions), in each case, issued (with respect to Indebtedness) or existing (with respect to agreements regarding Capital Stock or governance provisions) on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by Company (other than Indebtedness or agreements relating to Capital Stock or governance issued or entered into, as applicable, as consideration in, or to provide all or any portion of the funds or other consideration utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Company) and outstanding on such date; (ivc) any such encumbrance or restriction consisting of customary provisions restricting subletting (i) contained in any license or assignment other contract governing intellectual property rights of any lease governing any leasehold interest of Holdings Company or any of its Subsidiaries restricting or conditioning the Restricted Subsidiaries; sublicensing or assignment thereof, (vii) customary provisions restricting subletting, assignment or other transfers of any licensing agreement (in which Holdings leases, licenses, joint venture agreements and other similar agreements or any of the Restricted Subsidiaries is the licenseeequity interests in any joint ventures, (iii) or contained in leases and other contract agreements entered into by Holdings or any of the Restricted Subsidiaries in the ordinary course of business; , (viiv) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) contained in any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, relating to the extent the relevant encumbrance sale, transfer or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings other disposition or any Restricted agreement to transfer or option or right with respect to a Subsidiary of Holdings, or the properties of any property or assets pending such Person, sale or other than the Persons or the properties acquired in disposition; provided that such Permitted Acquisition; (viii) encumbrances or restrictions apply only to such Subsidiary, property or assets or (v) containing restrictions on cash or other deposits or net worth imposed by customers under agreements contracts entered into in the ordinary course of business; (ixd) any agreement encumbrance or instrument relating restriction existing solely as a result of a Requirement of Law; (e) in the case of clause (c)(iii) above, Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies restrictions restrict the transfer of the property subject to such Foreign Subsidiary; (x) an agreement effecting a refinancingPermitted Lien, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the security agreements or instruments referred to in such clause (vii); (xiCapitalized Lease and other agreements evidencing Indebtedness permitted by Section 8.2(f) that impose restrictions on the transfer of any asset property so acquired or the subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvif) encumbrances or other restrictions and conditions under the terms imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the documentation governing any Qualified Securitization Transaction contracts, instruments or obligations referred to in clauses (a) through (c), and clause (e) hereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Receivables Facility thatwhole, in each casewith respect to such encumbrances and other restrictions than those prior to such amendments, permitted by Section 10.04modifications, are necessary restatements, renewals, increases, supplements, refundings, replacements or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancings.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Lead Borrower will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents Documents, the First Lien Credit Agreement, the Second Lien Credit Agreement, and the other definitive documentation entered into in connection with any of the foregoingtherewith; (iii) any Refinancing Term Loans and Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Lead Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Lead Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Lead Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings the Lead Borrower or any Restricted Subsidiary of Holdingsthe Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings the Lead 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the definitive documentation relating to any Permitted Pari Passu First Lien Notes Documentsand Refinancing Notes; (xv) customary restrictions in respect of intellectual property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such intellectual property; and (xvi) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the Restricted its 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 to (ax) pay dividends or make any other distributions on its capital stock Equity Interests 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, (by) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any Refinancing Note Documents; such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or of any Subsidiary of the Restricted Subsidiaries; Borrower, and (vvi) customary provisions restricting assignment of any licensing agreement (in which Holdings entered into by the Borrower or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted its Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Legal Requirements; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting placing a lien on or subletting, or sublicensing, or assignment of any lease or license governing any a license or leasehold interest of Holdings or any of the Restricted Subsidiaries; interest; (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries 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 pending the close of (1) software license or (2) agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset; sale; (vii) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such Person becoming a Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; Borrower; (viii) encumbrances 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; (ix) restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixx) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (xi) in 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 pursuant to any joint venture agreement or instrument relating stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xii) restrictions contained in Indebtedness of a Foreign Subsidiary incurred permitted pursuant to Sections 6.01(c), (f), (o) and (v), in each case, to the extent no more restrictive to Borrower and its Subsidiaries than the covenants contained in this Agreement; provided that any such restriction imposed by Subordinated Indebtedness permitted pursuant to Section 10.04 to 6.01(o) shall be less restrictive than those in this Agreement in a manner consistent with customary restrictions in senior and subordinated debt instruments or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the extent such encumbrance Loan Documents of the contracts, instruments or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (vii) or (xii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the U.S. Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the U.S. Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the U.S. Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoingDocuments; (iii) the Senior Note Documents and any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the U.S. Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the U.S. Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the U.S. Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to clause (viii) of Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided , provided, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings the U.S. 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower Holdings that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents;; and (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will notNo Credit Party shall, and will not nor shall it permit any of the Restricted its Subsidiaries (other than any Unrestricted Subsidiary) 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 (other than an Unrestricted Subsidiary) to (a) pay dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Applicable Law; (ii) this Agreement and Indenture, the other Credit Equity Documents and the other definitive documentation entered into in connection with any of the foregoing; and/or Indenture Documents; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; interest; (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; ; (ixv) any agreement or instrument relating to Indebtedness holder of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 4.29 restricting the transfer of the property subject thereto; (xiivi) customary restrictions and conditions imposed by contained in any agreement relating to the terms sale of any Property permitted under Section 4.32 pending the consummation of such sale, (vii) contractual arrangements or covenants described on Schedule 4.31 to the Indenture and, in the case that such arrangements or covenants are in regards to Indebtedness, any Permitted Refinancing thereof (to the extent permitted under Section 4.30 hereof) and in the case of arrangements or covenants that do not involve Indebtedness, any agreement evidencing any renewal or extension thereof to the extent permitted hereunder, (viii) such restrictions that are binding on a Credit Party at the time such Credit Party first becomes a Subsidiary, so long as such contractual obligations were not entered into in contemplation of the documentation governing any Indebtedness of a Restricted acquisition whereby such Subsidiary of the Borrower that is not a Subsidiary Guarantorwas acquired and so long as such restrictions only apply to such Credit Party, which Indebtedness is permitted by Section 10.04; (xiiiix) are customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility thatventures, in each case, to the extent that such joint ventures are permitted by Section 10.04hereunder, (x) are necessary customary restrictions in leases, subleases, licenses, sublicenses, asset sale or advisablesimilar agreements, including with respect to Intellectual Property and other similar agreements, in each case, to the good faith determination extent such leases, subleases, licenses, sublicenses, asset sale or similar agreements are permitted under this Indenture and so long as such restrictions relate solely to the assets subject thereto, (xi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Credit Party, (xii) arise in connection with cash deposits or other deposits permitted under Section 4.29 to the extent that such restriction shall only be in regards to such deposit(s), (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) the obligations under any Hedge Contracts permitted hereunder solely to the extent that such restriction is in regards to the cash collateral permitted to secure such Hedge Contract under Section 4.29(u) hereof, or (xv) arise under any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Section 4.30 if the restrictions are not more restrictive than those set forth in this Indenture and do not otherwise impair the ability of the Borrower or the applicable Restricted Subsidiary, Credit Parties to effect such Qualified Securitization Transaction or such Receivables Facilityperform their Obligations.

Limitation on Certain Restrictions on Subsidiaries. Holdings The U.S. Borrower will not, and nor will not it permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the U.S. Borrower or any Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, or pay any Indebtedness owed to the U.S. Borrower or any a Subsidiary of its Restricted Subsidiariesthe U.S. Borrower, (by) make loans or advances to the U.S. Borrower or any Subsidiary of its Restricted Subsidiaries the U.S. Borrower or (cz) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the U.S. Borrower or any a Subsidiary of the Restricted Subsidiaries; U.S. Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings the U.S. Borrower or any of the Restricted its Subsidiaries is the licensee) or any other contract entered into by Holdings the U.S. Borrower or any Subsidiary of the Restricted Subsidiaries U.S. Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above9.05; provided that the provisions relating restrictions applicable to such encumbrance or restriction contained joint venture are not made more burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than those as in any such refinancingeffect immediately before giving effect to the consummation of the respective Investment, replacement or substitution agreement are no less favorable to Holdings 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 (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 9.03(iv); , (x), (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; ), (xii) and (xvi), (viii) the ABL Credit Documents, (ix) restrictions set forth in the documents governing Existing Indebtedness and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of documents governing Indebtedness incurred following the Borrower or Amendment No. 4 Effective Date which are not materially more restrictive than the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrestrictions described in the foregoing clause (ix).

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiariesother Subsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesother Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing the Senior Note Documents; ; (iv) customary provisions restricting subletting or assignment of any lease Lease governing any a leasehold interest of Holdings Borrower or any Subsidiary of the Restricted Subsidiaries; Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or including any of the Restricted Subsidiaries is the licenseeInvestment permitted hereunder) or other contract entered into by Holdings Borrower or any Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; ; (vi) restrictions on the right of any holder of a Lien permitted by Section 6.02 to restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and such agreement does not affect any other Company; or instrument relating (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such Person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Holdings Company will not, and nor will not permit any of the Restricted its Material Subsidiaries or Purchaser to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of Company or any such Restricted Material Subsidiary of Company or Purchaser to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Capital Stock to Company or any of its Restricted Subsidiaries, Subsidiaries or pay any Indebtedness or other Obligation owed to the Borrower Company or any of its Restricted Subsidiaries, (bii) make any loans or advances to the Borrower Company or any of its Restricted Material Subsidiaries or Purchaser, or (ciii) transfer any of its properties or assets property to the Borrower Company or any of its Restricted SubsidiariesMaterial Subsidiaries or Purchaser, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) applicable law; any encumbrance or restriction pursuant to the Loan Documents, the Designated Existing Notes (ii) this Agreement and or any Replacement Senior Note Financing thereof), the other Credit Documents and Existing Target Notes, the other definitive documentation entered into in connection Existing Target Subordinated Debt, the Senior Notes, the Bridge Loan Documents, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization, any Receivables Factoring Facility, any agreement evidencing Indebtedness permitted pursuant to Sections 8.2(d), (g), (i) and (o) (in the case of Sections 8.2(d) and (o), so long as such restrictions, taken as a whole, are not materially less favorable to Company than those set forth in the Revolving Credit Facility Loan Documents, it being understood and agreed that the requirements in this parenthetical may be satisfied by the delivery of a certificate by Company to Administrative Agent certifying the requirements of this parenthetical have been satisfied), any agreement evidencing Indebtedness of any Subsidiary acquired pursuant to a Permitted Acquisition to the extent such restrictions are set forth in any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Company other than the Subsidiary being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition, the Co-operation Agreement, any agreement in effect at or entered into on the Effective Date and reflected on Schedule 8.14(a) hereto or solely for the period commencing on the Effective Date and ending on the Initial Borrowing Date, the “Loan Documents” (as such term is defined in the Existing Credit Agreement); (iiib) any Refinancing Note Documentsencumbrance or restriction with respect to a Subsidiary of Company pursuant to an agreement relating to any Indebtedness issued by such Subsidiary, or agreements relating to the Capital Stock or governance provisions of such Subsidiary (to the extent, and for so long as, such agreements are unable to be amended, replaced or otherwise modified to remove such encumbrances or restrictions), in each case, issued (with respect to Indebtedness) or existing (with respect to agreements regarding Capital Stock or governance provisions) on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by Company (other than Indebtedness or agreements relating to Capital Stock or governance issued or entered into, as applicable, as consideration in, or to provide all or any portion of the funds or other consideration utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Company) and outstanding on such date; (ivc) any such encumbrance or restriction consisting of customary provisions restricting subletting (i) contained in any license or assignment other contract governing intellectual property rights of any lease governing any leasehold interest of Holdings Company or any of its Subsidiaries restricting or conditioning the Restricted Subsidiaries; sublicensing or assignment thereof, (vii) customary provisions restricting subletting, assignment or other transfers of any licensing agreement (in which Holdings leases, licenses, joint venture agreements and other similar agreements or any of the Restricted Subsidiaries is the licenseeequity interests in any joint ventures, (iii) or contained in leases and other contract agreements entered into by Holdings or any of the Restricted Subsidiaries in the ordinary course of business; , (viiv) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) contained in any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, relating to the extent the relevant encumbrance sale, transfer or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings other disposition or any Restricted agreement to transfer or option or right with respect to a Subsidiary of Holdings, or the properties of any property or assets pending such Person, sale or other than the Persons or the properties acquired in disposition; provided that such Permitted Acquisition; (viii) encumbrances or restrictions apply only to such Subsidiary, property or assets or (v) containing restrictions on cash or other deposits or net worth imposed by customers under agreements contracts entered into in the ordinary course of business; (ixd) any agreement encumbrance or instrument relating restriction existing solely as a result of a Requirement of Law; (e) in the case of clause (c)(iii) above, Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies restrictions restrict the transfer of the property subject to such Foreign Subsidiary; (x) an agreement effecting a refinancingPermitted Lien, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained in the security agreements or instruments referred to in such clause (vii); (xiCapitalized Lease and other agreements evidencing Indebtedness permitted by Section 8.2(f) that impose restrictions on the transfer of any asset property so acquired or the subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvif) encumbrances or other restrictions and conditions under the terms imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the documentation governing any Qualified Securitization Transaction contracts, instruments or obligations referred to in clauses (a) through (c), and clause (e) hereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a Receivables Facility thatwhole, in each casewith respect to such encumbrances and other restrictions than those prior to such amendments, permitted by Section 10.04modifications, are necessary restatements, renewals, increases, supplements, refundings, replacements or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancings.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrowers will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents Documents, the First Lien Term Loan Credit Agreement, the Second Lien Term Loan Credit Agreement and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Documents[reserved]; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings Lead Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings Lead Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings Lead Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings Lead Borrower or any Restricted Subsidiary of HoldingsLead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings Lead 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (xi) the Permitted Junior Debt Documents and (yii) the Permitted Pari Passu Notes Documentsdefinitive documentation governing First Lien Incremental Equivalent/Refinancing Debt and/or Second Lien Incremental Equivalent/ Refinancing Debt; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction Financing or a Receivables Facility that, in each case, permitted by Section 10.0410.04(xxiv), are necessary or advisable, in the good faith determination of the Lead Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction Financing or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit Guarantor or any of the Restricted their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends Dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by the Borrower Borrower, Guarantor or any of its Restricted their Subsidiaries, or pay any Indebtedness owed to the Borrower Borrower, Guarantor or any of its Restricted their respective Subsidiaries, (by) make loans or advances to the Borrower Borrower, Guarantor or any of its Restricted their respective Subsidiaries or (cz) transfer any of its properties or assets to the Borrower Borrower, Guarantor or any of its Restricted their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower, Guarantor or any of the Restricted their respective Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower, Guarantor or any of the Restricted their respective Subsidiaries in the ordinary course of business; , (viv) restrictions on the transfer of any asset pending assets subject to or restrictions on the close making of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed distributions imposed in connection with a Permitted AcquisitionLien permitted by Sections 7.2.3(b), to the extent the relevant encumbrance (c) or restriction was not agreed to or adopted in connection with(d), or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a on Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on Subsidiaries or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 Properties owned by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilitySubsidiaries.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Loan Documents and or the other definitive documentation entered into in connection with Existing Notes, the Other Permitted Subordinated Debt or any of the foregoing; indenture relating thereto, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower, (vvi) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; , (v) any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto, (vi) restrictions on which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the transfer Closing Date in accordance with the provisions of any asset pending the close of the sale of such asset; this Agreement, (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred and existing at the time it became a Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to Section 10.04 to the extent which such encumbrance Subsidiary became a Subsidiary or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed was acquired by the terms of the documentation governing Borrower or any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary GuarantorSubsidiary, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (yviii) the Permitted Pari Passu Notes Documents; (xv) negative pledges and any 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 Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that assets contractually committed to be sold as long as such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, sale is otherwise permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilitythis Agreement.

Limitation on Certain Restrictions on Subsidiaries. Holdings No Borrower will not, and nor will not permit any of the Restricted Subsidiaries toits Material Subsidiaries, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Borrower or any Material Subsidiary of any Borrower to (a) pay dividends or make any other distributions on its capital stock Equity Interests or pay any Indebtedness or other interest or participation in its profits owned by Obligation owed to the Borrower Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted other Subsidiaries, (b) make any loans or advances to the Borrower Company or any of its Restricted Subsidiaries other Material Subsidiaries, or (c) transfer any of its properties or assets property to the Borrower Company or any of its Restricted other Material Subsidiaries, except for such encumbrances or restrictions existing under or by reason ofexcept: (i) applicable lawany encumbrance or restriction pursuant to the Loan Documents, the Senior Notes, any documents evidencing Permitted Refinancing Indebtedness with respect to any of the foregoing, any Permitted Accounts Receivable Securitization (including limitations set forth in the charter documents of any Receivable Subsidiary) or an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.13 to the Disclosure Letter or any encumbrance or restriction on the assets of a Timber SPV arising out of a Timberland Installment Note Transaction; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection any encumbrance or restriction with any respect to a Subsidiary of the foregoingCompany pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any Refinancing Note Documents; (iv) such encumbrance or restriction consisting of customary provisions restricting subletting or assignment of any lease leases governing any leasehold interest interests of Holdings the Company or any of the Restricted Subsidiaries; (v) its Subsidiaries and customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract license entered into by Holdings the Company or any of the Restricted Subsidiaries Subsidiary in the ordinary course of businessbusiness and customary restrictions in sales agreements pending the closing of the applicable sale; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary existing solely as a result of Holdings, or the properties a requirement of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition;Law; and (viiiv) encumbrances or restrictions on cash Permitted Liens or other deposits restrictions contained in security agreements or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement Capitalized Leases securing or instrument relating otherwise related to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted hereby to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on restrict the transfer of any asset the property subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilitysecurity agreements.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents Documents, (iii) agreements which (x) exist on the Closing Date and (to the other definitive documentation extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a), (b) or (c) that are contained in such existing agreement, (iv) agreements that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary is acquired by the Borrower or any Restricted Subsidiary, so long as such agreements were not entered into in connection with any contemplation of the foregoing; such Person becoming a Restricted Subsidiary, (iii) any Refinancing Note Documents; (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Borrower or any of the Restricted Subsidiaries; Subsidiary, (vvi) customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the Restricted Subsidiaries Subsidiary is the licensee) or other contract entered into by Holdings the Borrower or any of the Restricted Subsidiaries Subsidiary in the ordinary course of business; , (vivii) restrictions on the transfer of any asset or any Restricted Subsidiary pending the close of the sale of such asset; (vii) any agreement asset or instrument governing Indebtedness assumed in connection with a Permitted Acquisitionsuch Restricted Subsidiary, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 6.01(iii), (xiivi), (vii), (xv), (xvi), (xviii), (xix), (xx), (xxv), (xxvii), (xxviii), (xxix), (xxx) and (xxxi); provided that such restrictions and conditions imposed by are limited to the terms of applicable individual agreements and/or the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantorproperty or assets subject to such agreements, which Indebtedness is permitted by Section 10.04; (xiiiix) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and a Securitization Entity; provided that such restrictions are limited to the applicable solely individual agreements and/or the property or assets subject to such joint venture; (xiv) on or after the execution and delivery thereofagreements, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) negative pledges and restrictions on Liens provisions 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 Secured Creditors documentation 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 securing the Obligations under the Credit Documents equally and ratably Second Lien Senior Subordinated PIK Toggle Notes, Permitted External Refinancing Debt or on a junior basis; and (xvi) restrictions and conditions under the terms any Permitted Refinancing of the documentation governing any Qualified Securitization Transaction or a Receivables Facility thatforegoing, in each case, permitted by Section 10.04so long as such provisions are no more restrictive than the corresponding provisions hereof and (xi) provisions pursuant to the terms of any Permitted Funding Indebtedness or any Non-Recourse Indebtedness providing for financial covenants or limitations on affiliate transactions, are necessary mergers, consolidations, transfers of all or advisablesubstantially all assets or other fundamental changes, in the each case so long as such provisions are determined in good faith determination by the Borrower to be customary for such financing and the applications of such provisions will not materially affect the ability of the Borrower to pay the principal or interest on the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityLoans.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create Create or otherwise cause or suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any such Restricted Subsidiary to (ai) pay dividends Dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesCompany, or pay any Indebtedness owed to the Borrower or any of its Restricted SubsidiariesCompany, (bii) make loans or advances to the Borrower or any of its Restricted Subsidiaries Company or (ciii) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of: (ia) applicable lawLegal Requirements; (iib) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Loan Documents; (ivc) the Term Loan Credit Agreement and related documents, any agreements governing Indebtedness permitted to be incurred under Section 6.01(e) and (l) or any other secured Indebtedness permitted by Section 6.01; (d) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiariesa Subsidiary; (ve) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a Subsidiary in the ordinary course of business; (vif) customary restrictions on and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, that (i) such restrictions and conditions apply only to the property to be sold, and (ii) such sale is permitted hereunder; (g) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; (h) customary provisions in partnership agreements, limited liability company agreements or similar agreements that restrict the transfer of any asset pending the close of the sale of ownership interests in such assetperson; (viii) customary restrictions in a joint venture’s Organizational Documents or pursuant to any joint venture agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, similar agreement solely to the extent of the relevant encumbrance Equity Interests of or restriction was not agreed to or adopted property held in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisitionsubject joint venture; (viiij) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; (ixk) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01;6.02 restricting the transfer of property subject thereto; or (xiil) any encumbrances or restrictions and conditions imposed by any amendments or refinancings that are otherwise permitted by the terms Loan Documents of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower contracts, instruments or obligations referred to in clauses (c) through (g) above; provided, that is not a Subsidiary Guarantor, which Indebtedness is such amendments or refinancings are permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on hereunder or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors are no more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing the Senior Subordinated Note Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any Subsidiary of the Restricted Subsidiaries; Borrower, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the Restricted Subsidiaries such Subsidiary is the licensee) or other contract entered into by Holdings the Borrower or any Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed described in connection with a Permitted AcquisitionSection 9.04(ix), which restriction is not applicable to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of HoldingsPerson, or the properties property or assets of any such Person, other than the Persons Person or the properties or assets acquired in pursuant to any such Permitted Acquisition; , (vii) agreements existing on the Initial Borrowing Date to the extent and in the manner such agreements are in effect on the Initial Borrowing Date, (viii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or restrictions on cash assets, as applicable, and any such sale or other deposits or net worth imposed by customers under agreements entered into disposition is made in the ordinary course of business; compliance with Section 9.02, and (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof9.01(v), (xvi) the Permitted Junior Debt Documents and or (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityvii).

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted SubsidiariesBorrower, (b) make loans or advances to the Borrower or any of its Restricted Borrower’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing the Senior Subordinated Note Documents; Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings Borrower or any a Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02, may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; or instrument relating (x) in the case of any joint ven ture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreement solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Lead Borrower will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents Documents, the ABL Credit Agreement, the First Lien Credit Agreement, and the other definitive documentation entered into in connection with any of the foregoingtherewith; (iii) any Refinancing Term Loans and Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Lead Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Lead Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Lead Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings the Lead Borrower or any Restricted Subsidiary of Holdingsthe Lead Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings the Lead 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the First Lien Refinancing Term Loans and First Lien Refinancing Note Documents,. the Permitted Junior Debt Documents, the Permitted Senior Secured Notes Documents and (y) the Permitted Pari Passu Notes Refinancing Note Documents; (xv) customary restrictions in respect of intellectual property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such intellectual property; and (xvi) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the U.S. Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the U.S. Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the U.S. Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing the Senior Subordinated Note Documents; Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a Subsidiary in the ordinary course of business; ; (vi) restrictions on any Lien permitted by SECTION 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any asset pending the close of agreement relating to the sale of any property permitted under SECTION 6.06 pending the consummation of such asset; sale; (viiviii) any agreement or instrument governing Indebtedness assumed applicable to such Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of HoldingsU.S. Borrower; (ix) customary provisions in partnership agreements, or limited liability company organizational governance documents, asset sales and stock sale agreements and other similar agreements entered into in the properties ordinary course of any such Person, other than business that restrict the Persons or the properties acquired transfer of ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in 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 pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; (xxiii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided PROVIDED that the provisions relating such amendments or refinancings are no more materially restrictive with respect to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect encumbrances and restrictions than the provisions relating those prior to such encumbrance amendment or restriction contained in the agreements refinancing; or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on encumbrances or after restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the execution incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; PROVIDED that any such encumbrances or restrictions are ordinary and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors customary with respect to the credit facilities established hereunder and the Obligations type of Indebtedness being incurred under the Credit Documents on a senior basis relevant circumstances and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisabledo not, in the good faith determination judgment of the Borrower or Board of Directors of U.S. Borrower, materially impair either Borrower's ability to make payment on the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityObligations when due.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; the 2016 Convertible Notes; (iv) the Specified Unsecured Indebtedness; (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (vvi) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a Subsidiary in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; ; (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 or instrument governing Indebtedness assumed 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 Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such Person becoming a Subsidiary of HoldingsBorrower; (x) without affecting the Loan Parties’ obligations under Section 5.10, or customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements that restrict the properties transfer of any such Person, other than the Persons or the properties acquired ownership interests in such Permitted Acquisition; partnership, limited liability company or similar Person; (viiixi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (xii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (xiii) in the case of any joint venture which is not a Loan Party, restrictions in such Person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xiv) any customary restrictions imposed by any document or instrument evidencing, governing or securing any Indebtedness permitted by Section 6.01(f) or (k) reasonably believed by Borrower to be necessary in connection with the incurrence thereof; (xv) 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) or (ix) above; provided, that, such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (xvi) the South Africa Transactions; and (xvii) any agreement restrictions in Entity 1’s Organizational Documents to the extent necessary or instrument relating desirable to Indebtedness consummate any issuance of a Foreign Subsidiary incurred Equity Interests permitted pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility6.12.

Limitation on Certain Restrictions on Subsidiaries. Holdings The U.S. Borrower will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the U.S. Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the U.S. Borrower or any of its Restricted Subsidiaries, (b) make loans or advances to the U.S. Borrower or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the U.S. Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents, (iii) any Refinancing Note the Senior Notes Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the U.S. Borrower or any of the Restricted its Subsidiaries; , (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the U.S. Borrower or any of the Restricted its Subsidiaries is the licensee) or other contract entered into by Holdings the U.S. Borrower or any of the Restricted its Subsidiaries in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 8.1(iii), (vi), (vii), (xi), (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor), which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; ), (xiv) on or after the execution and delivery thereof), (xxv), (xvi), (xvii) the Permitted Junior Debt Documents and or (yxviii); or (viii) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Non- Wholly Owned Subsidiary, any agreement requiring the consent of each Person holding Equity Interests in such Non-Wholly Owned Subsidiary for such Non-Wholly Owned Subsidiary to effect such Qualified Securitization Transaction pay dividends or such Receivables Facilitymake any other distributions on its capital stock or any other Equity Interests.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 the Canadian Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Canadian Borrower or any Subsidiary of its Restricted Subsidiariesthe Canadian Borrower, or pay any Indebtedness owed to the Canadian Borrower or any a Subsidiary of its Restricted Subsidiariesthe Canadian Borrower, (b) make loans or advances to the Canadian Borrower or any Subsidiary of its Restricted Subsidiaries the Canadian Borrower or (c) transfer any of its properties or assets to the Canadian Borrower or any Subsidiary of its Restricted Subsidiariesthe Canadian Borrower, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Loan Documents; (iii) the Senior Note Documents and the Term Loan Documents or other definitive documentation entered into Material Indebtedness; provided that in connection with any 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 foregoing; (iii) any Refinancing Note Documents; Term Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Company; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any a Subsidiary of the Restricted Subsidiaries Canadian 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 Subsidiary of the Canadian Borrower becomes a Subsidiary of the Canadian Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Canadian 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; business (vior in connection with the formation of such partnership, joint venture, limited liability company or similar person) restrictions on 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 asset pending the close Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the sale of such asset; type described in clauses (viia), (b) any agreement or instrument governing Indebtedness assumed in connection and (c) above, solely with a Permitted Acquisition, respect to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection withEquity Interests in, or property held in, such joint venture, and customary provisions in anticipation ofasset 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 respective Permitted Acquisition and does not apply assets or persons subject to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; sale agreements; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any agreement or instrument relating to governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such assumed in connection with any Permitted Acquisition, which encumbrance or restriction only applies is not applicable to such Foreign Subsidiary; any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; or (xxii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents of the 182 contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the Restricted its 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 to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesBorrower, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing any Indebtedness assumed in connection with a Permitted Acquisitionpermitted under Section 9.04(g), to the extent the relevant which encumbrance or restriction was is not agreed applicable to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of HoldingsPerson, or the properties or assets of any such Person, other than the Persons Person or the properties acquired in such Permitted Acquisition; or assets of the Person so acquired, (viiivi) encumbrances or restrictions agreements existing on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 Effective Date to the extent and in the manner such encumbrance or restriction only applies to such Foreign Subsidiary; agreements are in effect on the Effective Date and (xvii) an agreement effecting a refinancing, replacement or substitution of governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause clauses (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (viiii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (xv) the Permitted Junior Debt Documents and or (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityvi).

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, or pay any Indebtedness owed to the a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, (b) make loans or advances to the a Borrower or any other Subsidiary of its Restricted Subsidiaries a Borrower or (c) transfer any of its properties or assets to the a Borrower or any other Subsidiary of its Restricted Subsidiaries, a Borrower except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings a Borrower or any other Subsidiary of the Restricted Subsidiaries; a Borrower; (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings a Borrower or any other Subsidiary of the Restricted Subsidiaries a Borrower in the ordinary course of business; ; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary holder of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 6.02 may restrict the transfer of the asset or assets subject thereto; (xiivi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions imposed by contained in any agreement relating to the terms sale of any Property permitted under Section 6.05 pending the documentation governing consummation of such sale; (viii) any Indebtedness agreement in effect at the time such Subsidiary is a Subsidiary of a Restricted Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of a Borrower; (ix) customary restrictions and conditions contained in purchase money Indebtedness or Capital Leases, to the Borrower that extent such Indebtedness or Capital Lease is permitted to be incurred; or (x) in the case of any joint venture which is not a Subsidiary GuarantorLoan Party in respect of any matters referred to in clauses (b) and (c) above, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions restrictions in such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 extent of the Administrative Agent and/or the Collateral Agent and the Secured Creditors 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 Equity Interests of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, assets held in the good faith determination of the Borrower subject joint venture or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityother entity.

Limitation on Certain Restrictions on Subsidiaries. Holdings No Credit Agreement Party will, nor will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower Holdings or any a Subsidiary of its Restricted SubsidiariesHoldings, (by) make loans or advances to the Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings or (cz) transfer any of its properties or assets to the Borrower Holdings or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the Restricted its Subsidiaries is the licensee) or any other contract entered into by Holdings the Borrower or any Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; , (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (viiv) any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in anticipation of the ordinary course respective Permitted Acquisition, (vi) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of business; (ix) any agreement or instrument relating to Indebtedness the acquisition thereof as a result of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance 10.05 or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to Permitted Acquisition effected in clause (vii) aboveaccordance with Section 9.14; provided that the provisions relating restrictions applicable to such encumbrance joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 Permitted Acquisition; (vii) any restriction or encumbrance with respect to assets subject to Liens permitted by Sections 10.03(iv); , (x), (xi), (xii) and (xvi); (viii) the Existing 2011 Senior Notes Documents; (ix) the Existing 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes Documents; (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; Existing 2013 Senior Notes Documents; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; Intermediate Holdco Credit Documents; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; the Term Credit Documents; (xiv) the Wellbeing Project Financing Documents; (xv) on or and after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Senior Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions on and conditions under after the terms of execution and delivery thereof, the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityPermitted Senior Refinancing Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted SubsidiariesBorrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted SubsidiariesBorrower, (b) make loans or advances to the Borrower or any of its Restricted Borrower’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing the Senior Subordinated Note Documents; Documents as in effect on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings Borrower or any a Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower; or instrument relating (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to Indebtedness of a Foreign Subsidiary incurred in clauses (b) and (c) above, restrictions in such person’s organizational or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreement solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Parent will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of its Restricted Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower Parent or any a Subsidiary of its Restricted Subsidiariesthe Parent, (b) make loans or advances to the Borrower Parent or any of its Restricted the Parent’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower Parent or any of its Restricted the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents Documents, (iii) the Other Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Other Credit Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Parent or any a Subsidiary of the Restricted Subsidiaries; Parent, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Parent or any a Subsidiary of the Restricted Subsidiaries Parent in the ordinary course of business; , (vi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset pending the close of the sale of such asset; or assets subject thereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any agreement or instrument documents governing any Indebtedness assumed incurred after the Original Effective Date in connection accordance with a Permitted Acquisitionthe provisions of this Agreement, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; Non-Recourse Indebtedness; and (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors with respect to the credit facilities established hereunder 2014 Newbuilding Holdco and the Obligations under 2014 Newbuilding Vessel Subsidiaries, the Credit Documents on a senior basis BlueMountain Parent Indebtedness and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityPermitted 2014 Newbuilding Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any such Restricted Subsidiary of the Borrower to (ai) pay dividends make Dividends or make any other distributions on its capital stock Equity Interests or any other interest or participation in its profits owned by the Borrower or any of its Restricted Subsidiaries, Credit Party or pay any Indebtedness owed to the Borrower or any of its Restricted SubsidiariesCredit Party, (bii) make loans or advances to the Borrower or any of its Restricted Subsidiaries Credit Party or (ciii) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesCredit Party, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of: (ia) applicable lawmandatory Legal Requirements; (iib) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Documents; (ivc) the Other Loan Agreements; (d) Indebtedness of Subsidiaries of Holdings (other than the Credit Parties); (e) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any of the Restricted its Subsidiaries; (vf) customary provisions restricting assignment of any licensing agreement (in which Holdings entered into by the Borrower or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted its Subsidiaries in the ordinary course of business; (vig) customary restrictions on and conditions contained in any agreement relating to the transfer sale or other disposition of any asset property pending the close of the sale consummation of such assetsale; provided, that (i) such restrictions and conditions apply only to the property to be sold, and (ii) such sale or other disposition is permitted hereunder; (viih) any agreement encumbrances, restrictions or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth conditions imposed by customers under agreements entered into in any amendments that are otherwise permitted by the ordinary course Credit Documents of business; (ix) any agreement the contracts, instruments or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause (viid) above; provided provided, that the provisions relating such amendments are not materially restrictive with respect to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect encumbrances and restrictions than the provisions relating those prior to such encumbrance or restriction contained in the agreements or instruments referred to in such clause (vii);amendment; or (xii) restrictions on any agreement in effect at the transfer of any asset subject to time a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms person becomes a Subsidiary of the documentation governing any Indebtedness 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 that is and such restriction does not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and apply to any Credit Party other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to than such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Parent will not, and will not permit any of the Restricted its 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 to (a) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits Capital Stock owned by the Borrower Parent or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower Parent or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower Parent or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower Parent or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoingDocuments; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Parent or any of the Restricted its Subsidiaries; (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings entered into by the Parent or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted its Subsidiaries in the ordinary course of business; (viv) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.0110.01(iii), (v), and (vi); (xiivii) restrictions and conditions imposed by the terms of the documentation which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or incurred after the execution and delivery thereof, (x) Original Closing Date in accordance with the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) negative pledges and restrictions on Liens in favor provisions 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basisthis Agreement; and (xviviii) restrictions and conditions under the terms of the documentation contained in any documents governing any Qualified Securitization Transaction or Indebtedness incurred after the Original Closing Date in accordance with the provisions of this Agreement which, taken as a Receivables Facility thatwhole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, permitted as determined by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityin good faith.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its 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 of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and or the other definitive documentation entered into in connection with any of the foregoing; First Horizon International Financing, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Borrower or any of its Subsidiaries, (iv) except where the Restricted Subsidiaries; (v) existence of such provision causes or may be reasonably believed to cause a Material Adverse Effect, customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the Restricted its Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any of the Restricted its Subsidiaries in the ordinary course of business; , (viv) restrictions on the transfer of any asset pending the close of the sale of such asset; , and (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof9.1(iii), (xvi) the Permitted Junior Debt Documents and or (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityvii).

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note the Loan Documents; ; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a 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 pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset; sale; (viiviii) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of HoldingsBorrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, or 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 properties ordinary course of any such Person, other than business that restrict the Persons or the properties acquired transfer of ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in 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 pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; or (xxiii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii) or (viii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings (a) The Parent will not, and will not permit any of the Restricted its 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 the Parent to (ax) pay dividends Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of its Restricted Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower Parent or any a Subsidiary of its Restricted Subsidiariesthe Parent, (by) make loans or advances to the Borrower Parent or any of its Restricted the Parent's Subsidiaries or (cz) transfer any of its properties or assets to the Borrower Parent or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note the Senior Subordinated Credit Documents; , (iv) customary provisions restricting subletting or assignment assignments of any lease governing any a leasehold interest of Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower, (v) customary provisions restricting assignment of restrictions applicable to any licensing agreement (in which Holdings or any Joint Venture that is a Subsidiary existing at the time of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any acquisition thereof as a result of the Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred an Investment pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above9.05; provided that the provisions relating restrictions applicable to the respective such encumbrance Joint Venture are not made worse, or restriction contained in any such refinancingmore burdensome, replacement or substitution agreement are no less favorable to Holdings or from 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary perspective of the Borrower that is not a Subsidiary Guarantorand its Subsidiaries, which Indebtedness is permitted by Section 10.04; than those as in effect immediately before giving effect to the consummation of the respective Investment or (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xivvi) on or and after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing the Permitted Subordinated Refinancing Indebtedness and the Mezzanine Subordinated Note Documents. (b) The Parent will not, and will not permit any Qualified Securitization Transaction of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Non-Subsidiary Joint Venture to pay Dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Parent or any Subsidiary of the Parent, or pay any Indebtedness owed to the Parent or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination Subsidiary of the Borrower Parent, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Subordinated Credit Documents, (iv) customary provisions restricting subletting or assignments of any lease governing a leasehold interest of a Non-Subsidiary Joint Venture, (v) restrictions applicable Restricted Subsidiaryto any Non-Subsidiary Joint Venture existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 8.06(ix); provided that the restrictions applicable to the respective such Non-Subsidiary Joint Venture are not made worse, or more burdensome, from the perspective of the Parent and its Subsidiaries, than those as in effect immediately before giving effect to effect such Qualified Securitization Transaction the consummation of the respective Investment or such Receivables Facility(vi) on and after the execution and delivery thereof, the documentation governing the Permitted Subordinated Refinancing Indebtedness and the Mezzanine Subordinated Note Documents.

Limitation on Certain Restrictions on Subsidiaries. Holdings will The Company shall not, and will shall not permit any of the Restricted its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance encumbrance, restriction or restriction condition on the ability of any such Restricted Subsidiary to of: (a) any Subsidiary to pay dividends dividends, in cash or otherwise, or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any respect of its Restricted SubsidiariesCapital Stock owned by, or pay any Indebtedness or other obligation owed to to, the Borrower Company or any other Subsidiary of its Restricted Subsidiaries, the Company, (b) any Subsidiary to make any loans or advances to the Borrower Company or any other Subsidiary of its Restricted Subsidiaries or the Company, (c) any Subsidiary to transfer any of its properties or assets Property to the Borrower Company or any other Subsidiary of the Company, or (d) the Company or any Guarantor to create, incur, assume or suffer to exist any Lien upon any of its Restricted SubsidiariesProperties or revenues, except whether now owned or hereafter acquired, for such encumbrances or restrictions existing the benefit of the Holders under or by reason ofthe Notes Documents. The foregoing limitations will not apply: (i) applicable lawwith respect to clauses (a), (b), (c) and (d) above, to restrictions: (A) in effect on the date of this Indenture (including, without limitation, restrictions pursuant to the Notes, this Indenture, and the Existing Indenture); (iiB) this Agreement and relating to Indebtedness or Property of any Subsidiary existing at the other Credit Documents and time it became a Subsidiary of the other definitive documentation entered into Company if such restriction was not created in connection with any or in anticipation of the foregoingtransaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company; (C) relating to Indebtedness permitted pursuant to clause (iii), (iv), (xvii) or (xviii) of the definition of Permitted Indebtedness, provided that such incurrence will not materially impair the Company’s and any Refinancing Guarantor’s ability to make payments under the Notes and the Note DocumentsGuarantees when due (as determined in good faith by senior management or the Board of Directors of the Company); (ivD) customary provisions restricting subletting that result from the Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i)(A), (B) or assignment (C) above, or in clause (ii)(A) or (B) below, provided such restrictions are not less favorable to the holders of any lease governing any leasehold interest Notes than those under the agreement evidencing the Indebtedness so Refinanced (as determined in good faith by senior management or the Board of Holdings or any Directors of the Restricted SubsidiariesCompany); (vE) customary provisions restricting assignment pursuant to any agreement in connection with the sale or disposition of any licensing agreement (in which Holdings Capital Stock or any assets of a Subsidiary that imposes such encumbrance or restriction pending the Restricted Subsidiaries is the licensee) closing of such sale or other contract entered into by Holdings or any of the Restricted Subsidiaries in the ordinary course of businessdisposition; (viF) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or by reason of net worth requirements imposed by customers customers, suppliers or license counterparties under agreements contracts entered into in the ordinary course of business;; or (ixG) any agreement imposed by applicable law, rule, regulation, order, approval, license, permit or instrument similar restriction; and (ii) with respect to clauses (c) and (d) above only, to restrictions: (A) relating to Indebtedness of a Foreign Subsidiary that is permitted to be incurred pursuant to Section 10.04 4.12 that limit the right of the debtor to dispose of the Property securing such Indebtedness; (B) encumbering Property at the time such Property was acquired by the Company or any of its Subsidiaries, so long as such restrictions relate solely to the Property so acquired and were not created in connection with or in anticipation of such acquisition; (C) resulting from customary provisions restricting subletting or assignment of leases, sublicensing or assignment of licenses, or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; (D) relating to Permitted Liens that limit the disposition of the Property subject to such Lien; (E) resulting from customary non-assignment provisions in leases or licenses governing leasehold or license interests to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on restrict the transfer of any asset subject to a Lien permitted by Section 10.01;the lease or license or the property leased or licensed thereunder; or (xiiF) restrictions and conditions imposed by the terms on disposition or distribution of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements agreements, which limitation is applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors with respect to the credit facilities established hereunder and assets that are the Obligations under the Credit Documents on a senior basis and without a requirement that such holders subject of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityagreements.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing the Senior Subordinated Note Documents; Documents as in effect on the Initial Funding Date; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a 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 pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset; sale; (viiviii) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Permitted AcquisitionSubsidiary of Borrower; (ix) in 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 pursuant to any joint venture agreement or stockholders agreements solely to the extent of the relevant encumbrance Equity Interests of or restriction was not agreed to property held in the subject joint venture or adopted other entity; (x) restrictions included in connection with, the Receivables Purchase Agreement or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or (xi) any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in any amendments or refinancings that are otherwise permitted by the ordinary course Loan Documents of business; (ix) any agreement the contracts, instruments or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii) or (viii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrowers will not, and nor will not they permit any of the Restricted their Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to of their Subsidiaries or (ai) pay dividends or make any other distributions on its capital stock Capital Stock or any pay and Indebtedness or other interest or participation in its profits owned by obligation owed to the Borrower Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its Restricted other Subsidiaries, (bii) make any loans or advances to the Borrower Company or any of its Restricted Subsidiaries other Subsidiaries, or (ciii) transfer any of its properties property or assets to the Borrower Company or any of its Restricted other Subsidiaries, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) applicable lawany encumbrance or restriction pursuant hereto or to an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.16 hereto; (iib) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection any encumbrance or restriction with any respect to a Subsidiary of the foregoingCompany pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (iiic) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of the Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted consisting of customary non-assignment provisions in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 leases governing leasehold interests to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on restrict the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basislease; and (xvid) in the case of clause (iii) above, Permitted Liens or other restrictions and conditions under contained in security agreements securing Indebtedness permitted hereby to the terms extent such restrictions restrict the transfer of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, property subject to effect such Qualified Securitization Transaction or such Receivables Facilitysecurity agreements.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, or pay any Indebtedness owed to the a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, (b) make loans or advances to the a Borrower or any other Subsidiary of its Restricted Subsidiaries a Borrower or (c) transfer any of its properties or assets to the a Borrower or any other Subsidiary of its Restricted Subsidiariesa Borrower, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; ; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note the Term Loan Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings a Borrower or any other Subsidiary of the Restricted Subsidiaries; a Borrower; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings a Borrower or any other Subsidiary of the Restricted Subsidiaries a Borrower in the ordinary course of business; ; (vi) restrictions on any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any asset pending documents governing any Indebtedness incurred after the close Closing Date in accordance with the provisions of this Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; sale; (ix) any agreement or instrument relating to Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of a Foreign Subsidiary incurred Borrower; or (x) in 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 or governing documents or pursuant to Section 10.04 any joint venture agreement or stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect than the provisions relating to such encumbrance or restriction contained assets held in the agreements or instruments referred to in such clause (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and or other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityentity.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; [intentionally omitted]; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings Borrower or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a 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 pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset; sale; (viiviii) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of HoldingsBorrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, or 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 properties ordinary course of any such Person, other than business that restrict the Persons or the properties acquired transfer of ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in 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 pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; or (xxiii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii), (iv) or (viii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 Canadian Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Canadian Borrower or any Subsidiary of its Restricted SubsidiariesCanadian Borrower, or pay any Indebtedness owed to the Canadian Borrower or any a Subsidiary of its Restricted SubsidiariesCanadian Borrower, (b) make loans or advances to the Canadian Borrower or any Subsidiary of its Restricted Subsidiaries Canadian Borrower or (c) transfer any of its properties or assets to the Canadian Borrower or any Subsidiary of its Restricted SubsidiariesCanadian Borrower, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Loan Documents; (iii) the Senior Note Documents and the Revolving Credit Loan Documents or other definitive documentation entered into Material Indebtedness; provided that in connection with any 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 foregoing; (iii) any Refinancing Note Documents; Loan Documents in existence on the Closing Date; (iv) customary provisions restricting subletting or assignment of any lease lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Company; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or a Subsidiary of Canadian Borrower; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the Restricted Subsidiaries 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 Subsidiary of Canadian Borrower becomes a Subsidiary of Canadian Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Canadian 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; business (vior in connection with the formation of such partnership, joint venture, limited liability company or similar person) restrictions on 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 asset pending the close Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the sale of such asset; type described in clauses (viia), (b) any agreement or instrument governing Indebtedness assumed in connection and (c) above, solely with a Permitted Acquisition, respect to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection withEquity Interests in, or property held in, such joint venture, and customary provisions in anticipation ofasset 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 respective Permitted Acquisition and does not apply assets or persons subject to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; sale agreements; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any agreement or instrument relating to governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such assumed in connection with any Permitted Acquisition, which encumbrance or restriction only applies is not applicable to such Foreign Subsidiary; any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; or (xxii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not prohibited by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii), (viii) or (xi) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and Aleris will not permit any of the Restricted its Subsidiaries that is not a Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by the Borrower Aleris or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower Aleris or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower Aleris or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower Aleris or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; law or any applicable regulation, rule, order, approval, license or other restrictions issued by any Governmental Authority, (ii) this Agreement and the other Credit Documents and Documents, in accordance with the other definitive documentation entered into terms of this Agreement so long as the terms of any restrictions described in connection with clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any of material respect (taken as a whole) than those terms as in effect on the foregoing; Closing Date), (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings Aleris or any of the Restricted its Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings Aleris or any of the Restricted its Subsidiaries is the licensee) or other contract entered into by Holdings Aleris or any of the Restricted its Subsidiaries in the ordinary course of business; , (viv) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 10.01 (xiiiii), (vi), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions in the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into in the ordinary course of business with respect to cash or other deposits or minimum net worth or similar requirements, (viii) restrictions and on conditions imposed by the terms of the documentation governing any agreement relating to secured Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.04 but only be incurred hereunder if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect restrictions apply only to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that property or assets securing such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.Indebtedness,

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted its 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 (a) Holdings or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets or (b) any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of its Restricted SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower Holdings or any a Subsidiary of its Restricted SubsidiariesHoldings, (bii) make loans or advances to the Borrower Holdings or any Subsidiary of its Restricted Subsidiaries Holdings or (ciii) transfer any of its properties or assets to the Borrower Holdings or any of its Restricted SubsidiariesSubsidiaries except, except in each case, for such encumbrances or restrictions existing under or by reason of: of (iA) applicable law; , (iiB) this Agreement and the other Credit Documents and Documents, (C) the other definitive documentation entered into arrangements in connection with effect on the date hereof identified on Schedule 7.14 (or to any of extension or renewal of, or any amendment, modification or replacement not expanding the foregoing; scope of, any such encumbrance or restriction), (iii) any Refinancing Note Documents; (ivD) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any a Subsidiary of Holdings entered into in the Restricted Subsidiaries; ordinary course of business and consistent with past practices, (vE) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any Subsidiary of Holdings in the ordinary course of business, (F) 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 Restricted Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (G) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by Holdings or any of its Subsidiaries in the ordinary course of business; , (viH) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 7.05 or a Permitted Acquisition effected in accordance with Section 6.13, provided that the restrictions applicable to such respective Joint Venture are not made worse, or more burdensome, from the perspective of Holdings and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (I) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, (J) restrictions on the transfer of any asset pending the close of the sale of such asset; asset so long as such sale is permitted under this Agreement, (viiK) any agreement or instrument the documentation governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, Debt (other than the Persons or the properties acquired in Permitted Acquired Debt) so long as such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or the Lenders in any material respect not materially more restrictive than the provisions relating to such encumbrance or restriction those contained in the agreements or instruments referred Senior Subordinated Note Documents (prior to in such clause giving effect to the consummation of the Debt Tender Offer), (vii); (xiL) restrictions on the transfer of any asset subject to a Lien assets securing purchase money obligations and Capitalized Lease Obligations otherwise permitted hereunder, (M) customary net worth provisions contained in Real Property leases entered into by Section 10.01; (xii) restrictions and conditions imposed by the terms Subsidiaries of the documentation governing any Indebtedness of a Restricted Subsidiary US Borrower so long as the US Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the US Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; and its Subsidiaries to meet their ongoing obligations (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted including those under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereofthis Agreement), (xN) the Permitted Junior Debt Holdings Notes Documents and (yO) the Permitted Pari Passu Notes Documents; (xv) negative pledges and restrictions on Liens in favor of any holder of agreement relating to secured Indebtedness for borrowed money permitted under Section 10.04 but only by this Agreement if such negative pledge encumbrances or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect restrictions apply only to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement that property or assets securing such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityIndebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its 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 of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents and the ABL Credit Agreement and the other definitive documentation entered into in connection therewith and the definitive documentation entered in connection with any of the foregoingunsecured revolving credit facility permitted under Section 10.04(i)(y)(B); (iii) any Refinancing Note Documents and Refinancing Term Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings the Borrower or any Restricted Subsidiary of Holdingsthe Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary non-Credit Party incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiarynon-Credit Party and any Subsidiaries of such non-Credit Party; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (xi) the Permitted Junior Debt Documents and Documents, (yii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents;; and (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Parent and Borrower will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of its Restricted Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower Parent or any a Subsidiary of its Restricted Subsidiariesthe Parent, (b) make loans or advances to the Borrower Parent or any of its Restricted the Parent’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower Parent or any of its Restricted the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note Documents; the 2011 Credit Agreement and the 2010 Credit Agreement as in effect on the Closing Date, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Parent or any a Subsidiary of the Restricted Subsidiaries; Parent, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Parent or any a Subsidiary of the Restricted Subsidiaries Parent in the ordinary course of business; , (vi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset pending the close of the sale of such asset; or assets subject thereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any agreement or instrument documents governing any Indebtedness assumed incurred after the date hereof in connection accordance with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition provisions of this Agreement and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityNon-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its a Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: : (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) the Indenture as in effect on the date hereof (or as amended as permitted under Section 6.09) or related documents (or any Refinancing Note Documents; agreement relating to any refinancing or replacement of Indebtedness outstanding under the Indenture that is permitted hereunder); (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings Borrower or any of the a Restricted Subsidiaries; Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings Borrower or any of the 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 pending the close of agreement relating to the sale of any property permitted under Section 6.05 pending the consummation of such asset; sale; (viiviii) any agreement or instrument governing Indebtedness assumed in effect at the time such Restricted Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of HoldingsBorrower; (ix) without affecting the Loan Parties’ obligations under Section 5.10, or 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 properties ordinary course of any such Person, other than business that restrict the Persons or the properties acquired transfer of ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any agreement assumed in connection with any Permitted Acquisition, which encumbrance or instrument 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; (xii) in 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 pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xiii) restrictions imposed by any agreement relating to secured Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 permitted by this Agreement to the extent such encumbrance restriction applies only to the property securing such Indebtedness; (xiv) encumbrances, restrictions or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of conditions in any Indebtedness issued, assumed or incurred permitted pursuant to an agreement Section 6.01 to the extent such restrictions or instrument conditions are on market terms as determined in good faith by the Board of Directors of Borrower and do not restrict or prohibit compliance by the Companies with their respective obligations under the Loan Documents; or (xv) 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 clauses (viiiii), (iv), (viii), (xi), (xii) and (xiv) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings will Borrower shall not, and will not nor shall it permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its capital stock Capital Stock or pay any Indebtedness or other interest or participation in its profits owned by the Obligations owed to Borrower or any of its Restricted other Subsidiaries, (ii) make any loans or pay any Indebtedness owed advances to the Borrower or any of its Restricted other Subsidiaries, (biii) make loans transfer any of its property or advances assets to the Borrower or any of its Restricted other Subsidiaries or (civ) transfer enter into any of its properties or assets Material Agreement unless such agreement expressly provides that it may be collaterally assigned to the Borrower or Collateral Agent and may be further assigned by the Collateral Agent in any of its Restricted Subsidiariesforeclosure, except for such encumbrances or restrictions existing under or by reason ofexcept: (ia) applicable lawany encumbrance or restriction pursuant to the Priority Credit Agreement or the agreement governing Permitted Junior Debt or any extension, replacement or refinancing thereof which is not otherwise prohibited by the terms of this Agreement; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; (iiib) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of the Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was consisting of customary non-assignment provisions in Contractual Obligations which are not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition Material Agreements and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements are entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 business to the extent such encumbrance provisions restrict the transfer or restriction only applies to assignment of such Foreign Subsidiaryagreement; (xc) in the case of clause (iii) above, Permitted Liens or other restrictions contained in security agreements securing Indebtedness permitted hereby to the extent such restrictions restrict the transfer of the assets specifically secured by such security agreement; (d) any restriction on transfer of an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred asset pursuant to an agreement or instrument referred to in clause (vii) above; provided that sell such asset to the provisions relating to extent such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings or sale would be permitted under 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 (vii)terms of this Agreement; (xie) restrictions on Airstar Corporation in the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Airstar Aircraft Financing Documents and (y) restrictions on Huntsman Headquarters Corporation in the Permitted Pari Passu Notes Headquarters Mortgage Loan Documents; (xvf) 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 4.03 of the Administrative Agent and/or the Collateral Agent and the Secured Creditors 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 Articles of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basisIncorporation of Huntsman Chemical Corporation; and (xvig) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, on Foreign Subsidiaries in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityForeign Overdraft Facilities.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of its Restricted Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any a Subsidiary of its Restricted Subsidiariesthe Borrower, (b) make loans or advances to the Borrower or any of its Restricted the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; law (including regulatory requirements), (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries; Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any a Subsidiary of the Restricted Subsidiaries Borrower in the ordinary course of business; , (v) the Senior Subordinated Notes Documents and the documentation for Permitted Subordinated Refinancing Indebtedness and (vi) restrictions on customary provisions restricting the transfer of any asset pending the close of the sale of such asset; assets subject to Liens permitted under Section 9.01 (iii), (vii), (xiv), (xvi) and (xvii), and any agreement or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionAcquired Debt, to the extent the relevant which encumbrance or restriction was is not agreed applicable to any Person or adopted in connection withthe properties or assets of any Person, other than the Person or in anticipation of, the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or so long as the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) respective encumbrances or restrictions on cash were not created (or other deposits made more restrictive) in connection with or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms anticipation of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the respective Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityAcquisition.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (b) make or repay loans or advances to the Borrower Company or any of its Restricted Subsidiaries or Subsidiaries, (c) transfer any of its properties or assets to the Borrower Company or any of its Restricted SubsidiariesSubsidiaries or (d) grant Liens on its assets (including Equity Interests) to the Collateral Agent, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) the Senior Secured Notes Documents, (iv) the Existing Senior Subordinated Notes Documents or any Refinancing Additional Senior Subordinated Note Documents; , (ivv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Company or any of the Restricted its Subsidiaries; , (vvi) customary provisions restricting assignment of any licensing agreement (in which Holdings the Company or any of the Restricted its Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted its Subsidiaries in the ordinary course of business; , (vivii) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Sections 10.01(c), (f), (g), (n) and (x), (ix) restrictions in any agreement or instrument governing the terms of Indebtedness permitted under Section 10.01; 10.04(g), but only to the extent such restrictions are imposed only on the Person who becomes a Subsidiary concurrently with the incurrence of such Indebtedness, (x) restrictions in any instrument or agreement governing any Indebtedness incurred by a Subsidiary that is not a Credit Party pursuant to Sections 10.04(o) and (q), but only to the extent such restrictions or conditions are imposed only on such Subsidiary and its Subsidiaries, (xi) restrictions existing on the date hereof identified on Schedule 10.09 (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction), (xii) customary restrictions and conditions contained in agreements and other documents (including organizational documents) governing any Permitted Joint Venture and Non-Wholly Owned Subsidiaries and (xiii) clause (d) of the foregoing shall not apply to (1) Permitted Joint Ventures or Non-Wholly Owned Subsidiaries (or the Credit Parties’ Equity Interests therein), (2) customary restrictions and conditions imposed by the terms of the documentation any agreement governing any purchase money Indebtedness, Capitalized Lease Obligations or Indebtedness of a Restricted Foreign Subsidiary of the Borrower that is not (other than a Subsidiary Guarantor, which Indebtedness is Canadian Credit Party) permitted by Section 10.04; this Agreement, provided that, in the case of purchase money Indebtedness and Capitalized Lease Obligations, such restrictions or conditions apply only to the property or assets securing such Indebtedness and (xiii3) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after leases restricting the execution and delivery assignment thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; the 2004 Convertible Notes or the 2010 Convertible Notes; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a 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 pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset; sale; (viiviii) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of HoldingsBorrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, or customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements that restrict the properties transfer of any such Person, other than the Persons or the properties acquired ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in the case of any joint venture which is not a Loan Party, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; (xxiii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement any customary restrictions imposed by any document or instrument evidencing, governing or securing any Indebtedness permitted by Section 6.01(f) or (k) reasonably believed by Borrower to be necessary in connection with the incurrence thereof; (xiv) 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 clauses (viiiii) aboveor (viii) above and (xv) any encumbrances or restrictions imposed by the Cash Confirmation; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits 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 of its Restricted Subsidiaries that are Qualified Credit Parties or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiaries that are Qualified Credit Parties, except for such encumbrances or restrictions existing under or by reason of: 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 definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Credit Documents; ), (iv) the ABL Credit Agreement and the other ABL Loan Documents, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Borrower or any of the Restricted its Subsidiaries; , (vvi) customary provisions restricting assignment sublicensing or subletting of any licensing or leasing agreement (in which Holdings the Borrower or any of the Restricted its Subsidiaries is the licensee) licensee or lessee), any acquisition or sale agreement permitted by this Agreement or any other contract entered into by Holdings or any of the Restricted its 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 asset; (vii) any agreement asset or instrument governing Indebtedness assumed in connection with a Permitted AcquisitionSubsidiary, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; Sections 9.01(c), (e), (f), (m), (n), (r), (s), (t), (v) or (x); (ix) any agreement or instrument in 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 and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the acquisition of such Subsidiary or assets by a Credit Party; (x) restrictions applicable to any joint venture that is a Subsidiary; (xi) customary restrictions on the transfer of joint venture interests, (xii) restrictions and conditions on any Foreign Subsidiary imposed by the terms of the documentation governing any Indebtedness of a Restricted such Foreign Subsidiary of the Borrower that is not a Subsidiary Guarantorpermitted to be incurred pursuant to Section 9.04, which Indebtedness is permitted by Section 10.04; (xiii) customary net worth provisions contained in joint venture agreements real property leases entered into by the Borrower and other similar agreements applicable the 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 joint ventures permitted under Section 10.05 impair the ability of the Borrower and applicable solely Subsidiaries to such joint venture; meet their ongoing obligations, (xiv) on any restrictions regarding licenses or after sublicenses by the execution Borrower and delivery thereof, the Subsidiaries of intellectual property rights in the ordinary course of business (x) the Permitted Junior Debt Documents in which case such restrictions shall relate only to such intellectual property rights); and (y) the Permitted Pari Passu Notes Documents; (xv) 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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction expressly permits Liens for the benefit refinancings of the Administrative Agent and/or contracts, instruments or obligations referred to in the Collateral Agent and the Secured Creditors with respect to the credit facilities established hereunder and the Obligations under the Credit Documents on a senior basis and without a requirement foregoing clauses (i) through (xiv); provided, that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisablerefinancings are, in the good faith determination judgment of the Borrower Borrower, no more restrictive with respect to such encumbrance or restriction than those contained in the applicable Restricted Subsidiaryencumbrance or restriction prior to such amendment, to effect such Qualified Securitization Transaction modification, restatement, renewal, increase, supplement, refunding, replacement or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Parent will not, and will not permit any of the Restricted its 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of its Restricted Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower Parent or any a Subsidiary of its Restricted Subsidiariesthe Parent, (b) make loans or advances to the Borrower Parent or any of its Restricted the Parent’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower Parent or any of its Restricted the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents Documents, (iii) the Other Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other definitive documentation entered into in connection with any of the foregoing; (iii) any Refinancing Note Other Credit Documents; , (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Parent or any a Subsidiary of the Restricted Subsidiaries; Parent, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Parent or any a Subsidiary of the Restricted Subsidiaries Parent in the ordinary course of business; , (vi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset pending the close of the sale of such asset; or assets subject thereto, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any agreement or instrument documents governing any Indebtedness assumed incurred after the Original Effective Date in connection accordance with a Permitted Acquisitionthe provisions of this Agreement, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; Non-Recourse Indebtedness, and (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors with respect to the credit facilities established hereunder 2014 Newbuilding Holdco and the Obligations under 2014 Newbuilding Vessel Subsidiaries, the Credit Documents on a senior basis BlueMountain Parent Indebtedness and without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables FacilityPermitted 2014 Newbuilding Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; the First Lien Credit Agreement; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a 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 pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset; sale; (viiviii) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of HoldingsBorrower; (ix) without affecting the Loan Parties' obligations under Section 5.11, or 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 properties ordinary course of any such Person, other than business that restrict the Persons or the properties acquired transfer of ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in 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 pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; or (xxiii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii) or (viii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its a Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the a Restricted Subsidiaries; Subsidiary; (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the 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 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) any agreement or instrument governing Indebtedness assumed 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 a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, contemplation of such person becoming a Restricted Subsidiary of Borrower; (viii) without affecting the respective Permitted Acquisition and does not apply to Holdings Borrower or any Restricted Subsidiary Subsidiary’s obligations under Section 5.10, 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 Holdings, or business that restrict the properties transfer of any such Person, other than the Persons or the properties acquired ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixx) any agreement or instrument relating to governing Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such assumed in connection with any Permitted Acquisition, which encumbrance or restriction only applies is not applicable to such Foreign Subsidiary; any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; or (xxi) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause (vii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the Restricted its 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 to (ax) pay dividends or make any other distributions on its capital stock Equity Interests 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, (by) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; , (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Documents, (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any Refinancing Note Documents; such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) in the case of foregoing clause (x), restrictions or conditions imposed by any agreement relating to Permitted Securitizations if such restrictions or conditions apply only to the Receivables and the Related Assets that are the subject of the Permitted Securitization, (vi) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings the Borrower or of any Subsidiary of the Restricted Subsidiaries; Borrower, and (vvii) customary provisions restricting assignment of any licensing agreement (in which Holdings entered into by the Borrower or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted its Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note Documents; prior to the Closing Date, the Existing Notes, (iv) the ABL Facility Documents (and any Permitted Refinancing thereof); (v) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of the Restricted Subsidiaries; a Subsidiary; (vvi) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a Subsidiary in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; ; (vii) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (viii) restrictions contained in any documents governing any Indebtedness incurred after the Effective Date, which is expressly permitted to be incurred under this Agreement which are not more restrictive in any material respect than those contained in the ABL Facility Documents (and any Permitted Refinancing thereof); (ix) customary restrictions and conditions contained in any agreement or instrument governing Indebtedness assumed relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (x) any agreement in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of HoldingsBorrower; (xi) without affecting the Loan Parties’ obligations under Section 5.10, or 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 properties ordinary course of any such Person, other than business that restrict the Persons or the properties acquired transfer of ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiixii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxiii) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xiv) in 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 pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; (xxv) an agreement effecting a refinancingagreements governing any Incremental Equivalent Debt (and any Permitted Refinancing thereof); (xvi) agreements governing any Refinancing Equivalent Debt (and any Permitted Refinancing thereof) or (xvii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause (vii) abovethis Section 6.11; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by the Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower or any of its Restricted Subsidiariesa Subsidiary, (b) make loans or advances to the Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; Requirements of Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoing; Loan Documents; (iii) any Refinancing Note the Senior Subordinated Loan Documents; ; (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings Borrower or any of the Restricted Subsidiaries; a Subsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of the Restricted Subsidiaries is the licensee) or other contract entered into by Holdings or any of the Restricted Subsidiaries a 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 pending the close of agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such asset; sale; (viiviii) any agreement or instrument governing Indebtedness assumed in effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted contemplation of such person becoming a Subsidiary of HoldingsBorrower; (ix) without affecting the Loan Parties’ obligations under Section 5.11, or 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 properties ordinary course of any such Person, other than business that restrict the Persons or the properties acquired transfer of ownership interests in such Permitted Acquisition; partnership, limited liability company or similar person; (viiix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers suppliers or landlords under agreements contracts entered into in the ordinary course of business; ; (ixxi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in 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 pursuant to any joint venture agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 stockholders agreements solely to the extent such encumbrance of the Equity Interests of or restriction only applies to such Foreign Subsidiary; property held in the subject joint venture or other entity; or (xxiii) an agreement effecting a refinancingany encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, replacement instruments or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument obligations referred to in clause clauses (viiiii), (iv) or (viii) above; provided that the provisions relating to such encumbrance amendments or restriction contained in any such refinancing, replacement or substitution agreement refinancings are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents; (xv) 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 Secured Creditors more materially restrictive with respect to the credit facilities established hereunder such encumbrances and the Obligations under the Credit Documents on a senior basis and without a requirement that restrictions than those prior to such holders of such Indebtedness be secured by such Liens securing the Obligations under the Credit Documents equally and ratably amendment or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facilityrefinancing.

Limitation on Certain Restrictions on Subsidiaries. Holdings Each of the Lead Borrower and any Restricted Subsidiary will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of: (i) applicable lawApplicable Law; (ii) this Agreement and the other Credit Documents and the other definitive documentation entered into in connection with any of the foregoingDocuments; (iii) any Refinancing Note Documentsthe Senior Notes Documents (or other documents governing Indebtedness that refinances the Senior Notes); (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Lead Borrower or any of the Restricted SubsidiariesSubsidiary; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Lead Borrower or any of the Restricted Subsidiaries Subsidiary is the licensee) or other contract entered into by Holdings the Lead Borrower or any of the Restricted Subsidiaries Subsidiary in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings the Lead Borrower or any Restricted Subsidiary of HoldingsSubsidiary, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary (other than a Credit Party) incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign SubsidiarySubsidiary (other than a Credit Party); (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings the Lead 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Lead Borrower that is not a Subsidiary GuarantorCredit Party, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (x) the Permitted Junior Debt Documents and (y) the Permitted Pari Passu Notes Documents;; and (xv) 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 Secured Creditors secured parties 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings The Borrower will not, and will not permit any of the 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 to (a) pay dividends or make any other distributions on its 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 of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) this Agreement and the other Credit Documents and the ABL Credit Agreement and the other definitive documentation entered into in connection with any of the foregoingtherewith; (iii) any Refinancing Note Documents and Refinancing Term Loan Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings the Borrower or any of the its Restricted Subsidiaries; (v) customary provisions restricting assignment of any licensing agreement (in which Holdings the Borrower or any of the its Restricted Subsidiaries is the licensee) or other contract entered into by Holdings the Borrower or any of the its Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any asset pending the close of the sale of such asset; (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings the Borrower or any Restricted Subsidiary of Holdingsthe Borrower, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary non-Credit Party incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiarynon-Credit Party and any Subsidiaries of such non-Credit Party; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; (xii) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor, which Indebtedness is permitted by Section 10.04; (xiii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to such joint venture; (xiv) on or after the execution and delivery thereof, (xi) the Permitted Junior Debt Documents and Documents, (yii) the Permitted Pari Passu Notes Documents and (iii) the Permitted Pari Passu Loan Documents;; and (xv) 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility.

Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and Aleris will not permit any of the Restricted its Subsidiaries that is not a Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits Equity Interests owned by the Borrower Aleris or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower Aleris or any of its Restricted Subsidiaries, (b) make loans or advances to the Borrower Aleris or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Borrower Aleris or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law; law or any applicable regulation, rule, order, approval, license or other restrictions issued by any Governmental Authority, (ii) this Agreement and the other Credit Documents and Documents, in accordance with the other definitive documentation entered into terms of this Agreement so long as the terms of any restrictions described in connection with clauses (a) through (c) above are no more restrictive on Aleris or its Subsidiaries in any of material respect (taken as a whole) than those terms as in effect on the foregoing; Closing Date), (iii) any Refinancing Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings Aleris or any of the Restricted its Subsidiaries; , (viv) customary provisions restricting assignment of any licensing agreement (in which Holdings Aleris or any of the Restricted its Subsidiaries is the licensee) or other contract entered into by Holdings Aleris or any of the Restricted its Subsidiaries in the ordinary course of business; , (viv) restrictions on the transfer of any asset pending the close of the sale of such asset; , (vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to Holdings or any Restricted Subsidiary of Holdings, or the properties of any such Person, other than the Persons or the properties acquired in such Permitted Acquisition; (viii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary incurred pursuant to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary; (x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to Holdings 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 (vii); (xivi) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.01; 10.01 (xiiiii), (vi), (vii), (viii), (xv), (xvi), (xvii), (xix), (xxii), or (xxxv), (vii) customary restrictions in the respective Subsidiary’s industry imposed by customers under contractual arrangements entered into in the ordinary course of business with respect to cash or other deposits or minimum net worth or similar requirements, (viii) restrictions and on conditions imposed by any agreement relating to secured Indebtedness permitted to be incurred hereunder if such restrictions apply only to the terms of the documentation governing any Indebtedness of a Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantorproperty or assets securing such Indebtedness, which Indebtedness is permitted by Section 10.04; (xiiiix) customary provisions restrictions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.05 and applicable solely to the extent such joint venture; (xiv) on or after the execution and delivery thereofventures are permitted hereunder, (x) any agreement or other instrument of a Person acquired in a Permitted Acquisition or other Investment or acquisition permitted hereunder in existence at the time of such Permitted Junior Debt Documents Acquisition or other Investment or acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired, (xi) customary restrictions in any Indebtedness incurred pursuant to Section 10.04(xii), (xiv), (xxiv), (xxvii) and (yxxx), and (xii) the Permitted Pari Passu Notes Documents; (xv) negative pledges and restrictions on Liens provisions contained in favor of any holder of agreements related to or instruments evidencing Indebtedness for borrowed money permitted under incurred pursuant to 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 Secured Creditors 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 securing the Obligations under the Credit Documents equally and ratably or on a junior basis; and (xvi) restrictions and conditions under the terms of the documentation governing any Qualified Securitization Transaction or a Receivables Facility that, in each case, permitted by Section 10.04, are necessary or advisable, in the good faith determination of the Borrower or the applicable Restricted Subsidiary, to effect such Qualified Securitization Transaction or such Receivables Facility10.04(ii).