Common use of Limitation on Certain Restrictive Agreements Clause in Contracts

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtednessthe Obligations under this Agreement, or (b) the ability of any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Restricted Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Restricted Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Restricted Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Restricted Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Restricted Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of the Borrower or a Restricted Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, or (c) make any Share Repurchases, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c9.3(b) or 9.3(c), (vi) restrictions contained in the agreements relating to the Indebtedness set forth on Schedule 9.4 hereto as in effect on the Closing Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.039.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower Each of Holdings and the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Holdings or any Subsidiary of its Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of Company or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, or to make loans or advances to the Borrower Holdings or any of the Borrower’s other its Subsidiaries, or transfer any of its property or assets to the Borrower Holdings or any of the Borrower’s other its Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan DocumentsDocuments or any other Transaction Document, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment or pledging of any licensing agreement or other similar agreements (including licenses of intellectual property) entered into in the ordinary course of businessbusiness or the transfer or other encumbrance of inventory or other assets utilizing licensed property, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) restrictions contained in the Receivables Facility Documents, the Senior Indenture (1998), the Senior Indenture (2011) or any agreement or other document executed in connection with any of the foregoing as in effect on the Closing Date or any notes or any agreement or other document executed in connection therewith (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower Holdings under any agreement or instrument governing any of the Indebtedness of a Subsidiary of Holdings permitted pursuant to Section 7.04, (viiviii) restrictions affecting any Foreign Subsidiary (other than a Canadian Credit Party) of the Borrower Company under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (xi) any customary restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary permitted under this Agreement pending the closing of such sale or disposition, (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) customary restrictions and conditions contained in any agreement relating to the sale of any asset permitted under Section 7.02 pending the consummation of such sale, and (xv) any agreement to which a Subsidiary is a party that is 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.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other consensual agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtednessthe Obligations hereunder, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) solely with respect to the Borrower and its Subsidiaries, customary provisions restricting subletting subletting, assignment or assignment other transfers of any lease governing a leasehold interestinterest or other similar agreement, (iv) solely with respect to the Borrower and its Subsidiaries, customary provisions restricting assignment of any licensing agreement or other similar agreement, in each case entered into in the ordinary course of business, (v) solely with respect to the Borrower and its Subsidiaries, customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower that is not a Subsidiary Guarantor under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) solely with respect to the Borrower and its Subsidiaries, any document relating to Indebtedness secured by a Lien permitted by Section 7.03Permitted Lien, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital LeaseLease of the Borrower and its Subsidiaries, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Neither the Borrower will not, and will not permit nor any of its Subsidiaries toSubsidiary will, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions dividends or distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c)6.2, (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.046.1, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03Permitted Encumbrance, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit Neither the Company nor any of its Subsidiaries toSubsidiary will, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions dividends or distributions or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower Company or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c)6.2, (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.046.1, (vii) customary restrictions affecting imposed on the Company or any Foreign Subsidiary of the Borrower under by any indenture or similar agreement or instrument governing any Subordinated Indebtedness of such Foreign Subsidiary or Indebtedness under Unsecured Notes permitted pursuant to be issued under Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, 6.1; (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, Permitted Encumbrance insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, (ix) the Term Loan Documents; and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower Neither the Parent nor the Company will, nor will not, and will not the Parent or the Company permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary of the Parent to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, Parent to pay dividends or pay other distributions with respect to any Indebtedness owed to the Borrower or a Subsidiary shares of the Borrower, its capital stock or to make or repay loans or advances to the Borrower Parent, the Company or any other Subsidiary or to guarantee Indebtedness of the Borrower’s other SubsidiariesParent, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c7.02(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower Company under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.047.01, (vii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (viii) restrictions affecting any Foreign Subsidiary (other than a Foreign Credit Party) of the Borrower Company under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.047.01, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.037.02(d), insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (xi) with respect to clause (a) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (xii) with respect to clause (a) above, customary provisions in leases and other contracts restricting the assignment thereof.

Limitation on Certain Restrictive Agreements. The Borrower will notNone of the Parent, and will not permit Lessee or any of its the Subsidiaries to, will directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or Lessee or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of the Parent or Lessee or any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or Lessee or any Subsidiary of the BorrowerParent or Lessee, or pay any Indebtedness owed to the Borrower Parent or Lessee or a Subsidiary of the BorrowerParent or Lessee, or to make loans or advances to the Borrower Parent or Lessee or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower Parent or Lessee or any of the Borrower’s other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan DocumentsLease Documents and the Credit Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(cParagraphs (n)(b), (n)(c) or (n)(d) above, (vi) customary restrictions affecting only a Subsidiary of the Borrower Parent or Lessee under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04Paragraph (o) above, excluding any restriction on dividends or distributions to its stockholders (vii) restrictions affecting any Foreign Subsidiary of the Borrower Parent or Lessee under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04Paragraph (o) above, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, excluding any restriction on dividends or distributions to its stockholders (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03Paragraph (n) above, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b) or 9.3(c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) in the case of clause (b) above only, customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) in the case of clause (b) above only, customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) in the case of clause (b) above only, customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) in the case of clause (b) above only, any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) in the case of clause (b) above only, any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions dividends or distributions or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower Company or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c)7.2, (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.047.1, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.047.1, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.037.2, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, (ix) restrictions contained in the Current Indenture relating to any Indebtedness permitted under Section 7.1(d), and restrictions contained in any indenture or other document pursuant to which any additional Indebtedness permitted under Section 7.1(f) is issued, (x) customary restrictions and documents necessary to effect a Securitization Transaction permitted under Section 7.1(e), and (ixxi) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Neither the Borrower will not, and will not permit nor any of its Subsidiaries toSubsidiary will, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions dividends or distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c)6.2, (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.046.1, (vii) customary restrictions affecting any Foreign Subsidiary of imposed on the Borrower under or any Subsidiary by any indenture or similar agreement or instrument governing any Subordinated Indebtedness of such Foreign Subsidiary or Indebtedness under Unsecured Notes permitted pursuant to be issued under Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, 6.1; (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03Permitted Encumbrance, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section ‎Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section ‎Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section ‎Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section ‎Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, and (x) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Restricted Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerRestricted Subsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Restricted Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting subletting, assignments or assignment of any lease governing a leasehold interestother transfers contained in leases, (iv) customary provisions restricting assignment of any licensing agreement entered into licenses, joint venture agreements and similar agreements granted to customers in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such liens or the property or assets subject to such leases, license, joint venture agreements or similar agreements, as the case may be), (viv) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (viv) customary restrictions affecting only a Restricted Subsidiary of the U.S. Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (viivi) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiivii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (ix) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary, (x) any restrictions existing on the date hereof and set forth on Schedule 7.08, (xi) the 2024 Notes Indenture, all agreements executed in connection therewith and any Permitted Refinancing thereof, and (xii) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the U.S. Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the U.S. Borrower.

Limitation on Certain Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the a Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower Borrowers or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower Borrowers or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower Borrowers or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower Borrowers or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, (ix) restrictions contained in the Subordinated Indenture relating to any Indebtedness permitted under Section 7.04(f), and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Restricted Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerRestricted Subsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Restricted Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting subletting, assignments or assignment of any lease governing a leasehold interestother transfers contained in leases, (iv) customary provisions restricting assignment of any licensing agreement entered into licenses, joint venture agreements and similar agreements granted to customers in the ordinary course of businessbusiness (provided, that such restrictions are limited to the property or assets secured by such liens or the property or assets subject to such leases, license, joint venture agreements or similar agreements, as the case may be), (viv) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (viv) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (viivi) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiivii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (ix) [reserved], (x) any restrictions existing on the date hereof and set forth on Schedule 7.08, (xi) the 2024 Notes Indenture and all agreements executed in connection therewith, (xii) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the Parent Guarantor, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent Guarantor, (xiii) the Existing Credit Agreement and all agreements executed in connection therewith, and (ix) any document relating to an Infrastructure Reorganization and/or any of the other transactions contemplated by an Infrastructure Sale Agreement.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c7.03(d), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, Indebtedness or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the Borrowerany Credit Party, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Credit Party, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s Credit Parties’ other Subsidiaries, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s Credit Parties’ other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(cSections 7.3(c), 7.3(d), 7.3(e) and 7.3(f), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.047.4, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.047.4, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.037.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b) or 9.3(c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(j), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date and customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing as of the Closing Date or existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the a Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, 7.03 insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease operating lease or Capital Leasecapital lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person; (x) any Asset Sale permitted under this Agreement; (xi) any customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the equity interests therein and (xii) any customary restrictions cash collateral imposed under contracts entered into in the ordinary course of business.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon upon: (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, ; or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 10.3 (b), (c) or (d), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Closing Date (and similar restrictions governing any Indebtedness incurred in connection with the refinancing of the Existing Indebtedness in compliance with section 10.3(b)(ii)), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness10.4, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 10.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, and (x) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly (a) Create or indirectly, enter into, incur otherwise cause or permit to exist or become effective, effective any “negative pledge” covenant consensual encumbrance or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) on the ability of any such Subsidiary to (x) pay Dividends or make Capital Distributions or any other interest or participation in distributions on its profits owned by the Borrower or Stock to any Subsidiary of the Borrower, Loan Party or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrowerany Loan Party, or to (y) make any loans or advances to the Borrower or any of the Borrower’s other Subsidiariesto, or repay any loans or advances from, any Loan Party or (z) transfer any of its property or assets to the Borrower or any of the Borrower’s other SubsidiariesLoan Party, except for such restrictions existing under or by reason of except: (i) applicable law, any encumbrance or restriction contained in the Loan Documents; (ii) this Agreement and contractual encumbrances or restrictions in effect (x) [reserved] or (y) on the other Loan DocumentsFifteenth Amendment Effective Date, including, without limitation, pursuant to the Indebtedness set forth on Schedule 6.01(b) or (z) in any agreement or instrument evidencing Indebtedness permitted under Section 6.01(r), or (t) or (u); (iii) any agreement or other instrument of a person acquired by Holdings or a Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired; (iv) any encumbrance or restriction arising under any Requirements of Law; (v) any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests solely to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (vi) any encumbrance or restriction contained in security agreements, pledges or mortgages securing Purchase Money Obligations to the extent such encumbrance or restriction restricts solely the transfer of the property subject to such security agreements, pledges, mortgages or Purchase Money Obligations; (vii) any encumbrance or restriction consisting of customary provisions limiting the disposition or distribution of assets or property in joint venture agreements or license agreements, which limitation is applicable only to the assets that are the subject of such agreements and solely to the extent the disposition, distribution or agreement is permitted under this Agreement; (viii) restrictions pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Holdings or any Subsidiary; (ix) any encumbrance or restriction on escrowed amounts representing the purchase price for an acquisition or Investment, in each case solely to the extent such acquisition or Investment is permitted under this Agreement; (x) customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest, interest of Holdings or any Subsidiary; (ivxi) customary provisions restricting assignment restrictions and conditions contained in any agreement relating to the sale of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens property permitted under Section 7.03(c), 6.04 pending the consummation of such sale; (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (viixii) restrictions affecting arising in connection with cash or other deposits permitted under Section 6.02(f) or (o); (xiii) any Foreign Subsidiary of the Borrower under any other agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted to be incurred or issued pursuant to Section 7.046.01 entered into after the Fifteenth Amendment Effective Date that contains encumbrances and restrictions that are no more restrictive in any material respect, and customary taken as a whole, with respect to Holdings or any Subsidiary than the restrictions contained in “comfort” letters the Loan Documents as of the Fifteenth Amendment Effective Date; (xiv) Requirements of Law in any jurisdiction where Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to Section 6.01 is incurred; or (xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in this Section 6.08, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings’ Board of Directors, not materially more restrictive, taken as a whole, with respect to such encumbrances and guarantees restrictions than those contained in the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (b) Enter into any agreement that (A) prohibits or otherwise restricts the existence of any Lien upon property of a Loan Party in favor of the Collateral Agent for the purpose of securing the Obligations, whether now owned or hereafter acquired, or (B) requires the grant of any security for any obligation if such Indebtednessproperty is given as security for the Obligations, except (viiii) any document or instrument governing Purchase Money Obligations, provided, that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (ii) [reserved]; (iii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; and (iv) pursuant to customary restrictions and conditions contained in any agreement relating to Indebtedness secured by a Lien the sale of any property permitted by under Section 7.036.04, insofar as pending the provisions thereof limit grants consummation of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personsale.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing and sublicensing agreement entered into in the ordinary course of business, (v) restrictions in joint venture and partnership agreements applicable to joint ventures (to the extent permitted hereunder) and applicable solely to such joint venture, (vi) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vivii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as such restriction contained therein relates only to the provisions thereof limit grants of junior liens on the asset or assets securing subject to such IndebtednessPermitted Lien, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other PersonPersons, (xi) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in an asset sale agreements, stock sale agreement or other similar agreements, (xii) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xiii) customary subrogation waivers in Guarantees permitted hereby, (xiv) any Subsidiary acquisition after the date hereof, including any such restrictions in any agreement evidencing Indebtedness of the nature described in Section 7.04(k), if such restrictions existed at the time such Subsidiary was acquired and were not entered into solely in contemplation of such Person becoming a Subsidiary; (xv) existing as of the date of this Agreement with respect to any Investments described in Schedule 7.05; (xvi) customary provisions in other contracts and agreements entered into in the ordinary course of business between the Borrower and its Subsidiaries and their respective customers restricting the assignment thereof; (xvii) not otherwise enumerated above contained in the documents governing any other permitted unsecured Indebtedness, provided that such restrictions are on then customary and market terms and do not preclude the granting of additional Liens or Collateral in favor of the Credit Parties, and (xviii) other restrictions and conditions identified on Schedule 7.08 to the Disclosure Letter (but shall not apply to any extension or renewal of, or any amendment or modification, expanding the scope of, any such restrictions or conditions described in the Disclosure Letter).

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtednessthe Obligations, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerDistributions, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c7.03(s), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower that is not a Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (x) any encumbrances or restrictions imposed by any amendments or refinancing that are otherwise permitted by the Loan Documents; provided that such amendments or refinancing are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions imposed by any agreement relating to Indebtedness entered into in accordance with Section 7.02 if such restrictions are not materially more restrictive taken as a whole than those set forth in the Loan Documents and (xii) any encumbrances or restrictions imposed by the Organizational Documents of a Subsidiary that is not a Credit Party.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c7.03(d), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.. 77

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3 (b) or (c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date and customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower Borrowers will not, and will not permit GTG Intangible or any of its the Material Subsidiaries of GTG Intangible or the Borrowers to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other similar agreement, restriction or arrangement otherwise named that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower a Borrower, GTG Intangible or any Subsidiary of their respective Material Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of a Borrower, GTG Intangible or any such Subsidiary of their respective Material Subsidiaries to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower a Borrower, GTG Intangible or any Subsidiary of the Borrowertheir respective Material Subsidiaries, or pay any Indebtedness owed to the Borrower a Borrower, GTG Intangible or a Subsidiary any of the Borrowertheir respective Material Subsidiaries, or to make loans or advances to the Borrower a Borrower, GTG Intangible or any of the Borrower’s other their respective Material Subsidiaries, or transfer any of its property or assets to the Borrower a Borrower, GTG Intangible or any of the Borrower’s other their respective Material Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment in any agreement or agreements (including, without limitation, licenses, leases, agreements relating to the purchase or sale of any licensing agreement entered into in property, agreements relating to providing or obtaining any services) prohibiting or limiting the ordinary course of businessright to assign or transfer such agreement(s) or any rights therein, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens that are permitted under Section 7.03(c)section 9.3(b) or (c) from the restrictions and prohibitions otherwise contained in section 9.3, (vi) customary restrictions affecting only a Material Subsidiary of the a Borrower or GTG Intangible under any agreement or instrument governing any of the Indebtedness of a Material Subsidiary of a Borrower or GTG Intangible permitted pursuant to Section 7.04section 9.4, excluding any restriction on dividends or distributions to its stockholders, members or other equity holders (vii) restrictions affecting any Foreign Subsidiary of the a Borrower or GTG Intangible under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04section 9.4, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, excluding any restriction on dividends or distributions to its stockholders, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtednesssection 9.3, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b) or 9.3(c), (vi) restrictions contained in the documents evidencing the Existing Indebtedness as in effect on the Effective Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04section 9.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04section 9.4, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will notNone of Holdings, and will not permit the Borrower, or any of its Subsidiaries towill, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Holdings or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, or to make loans or advances to the Borrower Holdings or any of the BorrowerHoldings’s other Subsidiaries, or transfer any of its property or assets to the Borrower Holdings or any of the BorrowerHoldings’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower Holdings under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower Holdings under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c) or (f), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 8.3 (b) or (c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Closing Date (and similar restrictions governing any Indebtedness incurred in connection with the refinancing of the Existing Indebtedness), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the 57 Exhibit 10.2 Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness8.4, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 8.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerCompany, or to make loans or advances to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b), (vi) customary restrictions affecting only a Subsidiary of which do not limit dividends or other distributions by the Borrower under any agreement Company or instrument governing any of its Subsidiaries which are contained in the Existing Indebtedness of a Subsidiary permitted pursuant Agreements as in effect on the Effective Date which relate to Section 7.04any Existing Indebtedness which will continue outstanding following the Initial Borrowing Date, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions dividends or distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c)7.2, (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.047.1, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.047.1, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.037.2, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, (ix) restrictions contained in the Subordinated Indenture relating to any Indebtedness permitted under Section 7.1(c), and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly (a) Create or indirectly, enter into, incur otherwise cause or permit to exist or become effective, effective any “negative pledge” covenant consensual encumbrance or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) on the ability of any such Subsidiary to (x) pay Dividends or make Capital Distributions or any other interest or participation in distributions on its profits owned by the Borrower or Stock to any Subsidiary of the Borrower, Loan Party or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrowerany Loan Party, or to (y) make any loans or advances to the Borrower or any of the Borrower’s other Subsidiariesto, or repay any loans or advances from, any Loan Party or (z) transfer any of its property or assets to the Borrower or any of the Borrower’s other SubsidiariesLoan Party, except for such restrictions existing under or by reason of except: (i) applicable law, any encumbrance or restriction contained in the Loan Documents; (ii) this Agreement and contractual encumbrances or restrictions in effect (x) pursuant any Permitted Revolving Credit Facility or (y) on the other Loan DocumentsClosing Date, including, without limitation, pursuant to the Indebtedness set forth on Schedule 6.01(b) or (z) in any agreement or instrument evidencing Indebtedness permitted under Section 6.01(r) or (t); (iii) any agreement or other instrument of a person acquired by Holdings or a Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired; (iv) any encumbrance or restriction arising under any Requirements of Law; (v) any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests solely to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (vi) any encumbrance or restriction contained in security agreements, pledges or mortgages securing Purchase Money Obligations to the extent such encumbrance or restriction restricts solely the transfer of the property subject to such security agreements, pledges, mortgages or Purchase Money Obligations; (vii) any encumbrance or restriction consisting of customary provisions limiting the disposition or distribution of assets or property in joint venture agreements or license agreements, which limitation is applicable only to the assets that are the subject of such agreements and solely to the extent the disposition, distribution or agreement is permitted under this Agreement; (viii) restrictions pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Holdings or any Subsidiary; (ix) any encumbrance or restriction on escrowed amounts representing the purchase price for an acquisition or Investment, in each case solely to the extent such acquisition or Investment is permitted under this Agreement; (x) customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest, interest of Holdings or any Subsidiary; (ivxi) customary provisions restricting assignment restrictions and conditions contained in any agreement relating to the sale of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens property permitted under Section 7.03(c), 6.04 pending the consummation of such sale; (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (viixii) restrictions affecting arising in connection with cash or other deposits permitted under Section 6.02(f) or (o); (xiii) any Foreign Subsidiary of the Borrower under any other agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted to be incurred or issued pursuant to Section 7.046.01 entered into after the Closing Date that contains encumbrances and restrictions that are no more restrictive in any material respect, and customary taken as a whole, with respect to Holdings or any Subsidiary than the restrictions contained in “comfort” letters the Loan Documents as of the Closing Date; (xiv) Requirements of Law in any jurisdiction where Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to Section 6.01 is incurred; or (xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in this Section 6.08, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings’ Board of Directors, not materially more restrictive, taken as a whole, with respect to such encumbrances and guarantees restrictions than those contained in the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (b) Enter into any agreement that (A) prohibits or otherwise restricts the existence of any Lien upon property of a Loan Party in favor of the Collateral Agent for the purpose of securing the Obligations, whether now owned or hereafter acquired, or (B) requires the grant of any security for any obligation if such Indebtednessproperty is given as security for the Obligations, except (viiii) any document or instrument governing Purchase Money Obligations, provided, that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (ii) any document or instrument governing any Permitted Revolving Credit Facility in the case of clause (B) above; (iii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; and (iv) pursuant to customary restrictions and conditions contained in any agreement relating to Indebtedness secured by a Lien the sale of any property permitted by under Section 7.036.04, insofar as pending the provisions thereof limit grants consummation of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personsale.

Limitation on Certain Restrictive Agreements. The Borrower will not, and nor will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any consensual “negative pledge” covenant covenant, or other consensual agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtednessthe Obligations, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(cSections 7.03(b), (c), (d), (f), (h), (i) and (k), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other PersonPerson and (x) restrictions imposed by any agreement relating to Indebtedness entered into in accordance with Section 7.04 if an Authorized Officer of the Borrower certifies to the Administrative Agent that such restrictions are not materially more restrictive taken as a whole than those available to the Borrower or any of its Subsidiaries on market terms, (xi) the Senior Notes Documents and (xii) requirements imposed by any capital markets or private placement debt agreements (including any agreements with respect to convertible debt securities) and bilateral or syndicated loan agreements that Indebtedness under any such agreement be secured by equal and ratable Liens in the event that Liens are granted to secure the Obligations.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, or (c) make any Share Repurchases, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c8.3(b) or 8.3(c), (vi) restrictions contained in the agreements relating to the Indebtedness set forth on Schedule 8.4 hereto as in effect on the Closing Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.048.4, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.038.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson, and (xi) the Revolving Credit Agreement and the “Credit Documents” (as defined in the Revolving Credit Agreement).

Limitation on Certain Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerCompany, or to make loans or advances to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(j), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date and customary restrictions affecting only a Subsidiary of the Borrower Company under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerCompany, or to make loans or advances to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b) or (c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) restrictions contained in the Public Note Documents as in effect on the Effective Date, (viii) customary restrictions affecting only a Subsidiary of the Borrower Company under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiix) restrictions affecting any Foreign Subsidiary of the Borrower Company under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixxi) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions dividends or distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c)7.2, (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.047.1, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.047.1, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.037.2, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, (ix) restrictions contained in the Current Indentures relating to any Indebtedness permitted under Section 7.1(d), and restrictions contained in any indenture or other document pursuant to which any additional Subordinated Indebtedness permitted under Section 7.1(g) is issued, (x) customary restrictions and documents necessary to effect a Securitization Transaction permitted under Section 7.1(e), and (ixxi) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3 (b) or (c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date and customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The No Borrower will, nor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any consensual “negative pledge” covenant covenant, or other consensual agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the such Borrower or any Subsidiary Guarantor to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtednessthe Obligations, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the such Borrower or any Subsidiary of the such Borrower, or pay any Indebtedness owed to the such Borrower or a Subsidiary of the such Borrower, or to make loans or advances to the such Borrower or any of the such Borrower’s other Subsidiaries, or transfer any of its property or assets to the such Borrower or any of the such Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(cSections 7.03(b), (c), (d), (f), (h), (i) and (k), (vi) customary restrictions affecting only a Subsidiary of the such Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower Company under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other PersonPerson and (x) restrictions imposed by any agreement relating to Subordinated Indebtedness entered into in accordance with Section 7.04 if an Authorized Officer of the Company certifies to the Administrative Agent that such restrictions are not materially more restrictive taken as a whole than those available to the Company or any of its Subsidiaries on market terms and (xi) the Senior Notes Documents.

Limitation on Certain Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of its the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the a Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of a Borrower or any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the a Borrower or any Subsidiary of the a Borrower, or pay any Indebtedness owed to the a Borrower or a Subsidiary of the a Borrower, or to make loans or advances to the a Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the a Borrower or any of the Borrower’s other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan DocumentsCredit Documents or the Master Lease Agreement, dated as of December 30, 1996, between NCB, for itself and certain participants, as lessor, and Brush Wellxxx, xx lessee, and all schedules and exhibits thereto, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b), (c) or (d), (vi) customary restrictions affecting only a Subsidiary of the a Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04section 9.4, excluding any restriction on dividends or distributions to its stockholders (vii) restrictions affecting any Foreign Subsidiary of the a Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04section 9.4, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, excluding any restriction on dividends or distributions to its stockholders (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b) or (c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly (a) Create or indirectly, enter into, incur otherwise cause or permit to exist or become effective, effective any “negative pledge” covenant consensual encumbrance or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) on the ability of any such Subsidiary to (x) pay Dividends or make Capital Distributions or any other interest or participation in distributions on its profits owned by the Borrower or Stock to any Subsidiary of the Borrower, Loan Party or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrowerany Loan Party, or to (y) make any loans or advances to the Borrower or any of the Borrower’s other Subsidiariesto, or repay any loans or advances from, any Loan Party or (z) transfer any of its property or assets to the Borrower or any of the Borrower’s other SubsidiariesLoan Party, except for such restrictions existing under or by reason of except: (i) applicable law, any encumbrance or restriction contained in the Loan Documents; (ii) this Agreement and contractual encumbrances or restrictions in effect (x) pursuant any Permitted Revolving Credit Facility[reserved] or (y) on the other Loan DocumentsClosingFifteenth Amendment Effective Date, including, without limitation, pursuant to the Indebtedness set forth on Schedule 6.01(b) or (z) in any agreement or instrument evidencing Indebtedness permitted under Section 6.01(r), or (t) or (u); (iii) any agreement or other instrument of a person acquired by Holdings or a Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired; (iv) any encumbrance or restriction arising under any Requirements of Law; (v) any encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests solely to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (vi) any encumbrance or restriction contained in security agreements, pledges or mortgages securing Purchase Money Obligations to the extent such encumbrance or restriction restricts solely the transfer of the property subject to such security agreements, pledges, mortgages or Purchase Money Obligations; (vii) any encumbrance or restriction consisting of customary provisions limiting the disposition or distribution of assets or property in joint venture agreements or license agreements, which limitation is applicable only to the assets that are the subject of such agreements and solely to the extent the disposition, distribution or agreement is permitted under this Agreement; (viii) restrictions pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Holdings or any Subsidiary; (ix) any encumbrance or restriction on escrowed amounts representing the purchase price for an acquisition or Investment, in each case solely to the extent such acquisition or Investment is permitted under this Agreement; (x) customary provisions restricting subletting or assignment of any lease Lease governing a leasehold interest, interest of Holdings or any Subsidiary; (ivxi) customary provisions restricting assignment restrictions and conditions contained in any agreement relating to the sale of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens property permitted under Section 7.03(c), 6.04 pending the consummation of such sale; (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (viixii) restrictions affecting arising in connection with cash or other deposits permitted under Section 6.02(f) or (o); (xiii) any Foreign Subsidiary of the Borrower under any other agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted to be incurred or issued pursuant to Section 7.046.01 entered into after the ClosingFifteenth Amendment Effective Date that contains encumbrances and restrictions that are no more restrictive in any material respect, and customary taken as a whole, with respect to Holdings or any Subsidiary than the restrictions contained in “comfort” letters the Loan Documents as of the ClosingFifteenth Amendment Effective Date; (xiv) Requirements of Law in any jurisdiction where Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to Section 6.01 is incurred; or (xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in this Section 6.08, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings’ Board of Directors, not materially more restrictive, taken as a whole, with respect to such encumbrances and guarantees restrictions than those contained in the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (b) Enter into any agreement that (A) prohibits or otherwise restricts the existence of any Lien upon property of a Loan Party in favor of the Collateral Agent for the purpose of securing the Obligations, whether now owned or hereafter acquired, or (B) requires the grant of any security for any obligation if such Indebtednessproperty is given as security for the Obligations, except (viiii) any document or instrument governing Purchase Money Obligations, provided, that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (ii) any document or instrument governing any Permitted Revolving Credit Facility in the case of clause (B) above[reserved]; (iii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; and (iv) pursuant to customary restrictions and conditions contained in any agreement relating to Indebtedness secured by a Lien the sale of any property permitted by under Section 7.036.04, insofar as pending the provisions thereof limit grants consummation of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personsale.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c7.03(d), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other PersonPerson and (ix) the Xxxxxxxx Interim Loan Agreement.

Limitation on Certain Restrictive Agreements. The Borrower Neither the Parent nor the Company will, nor will not, and will not the Parent or the Company permit any of its their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Parent or any Subsidiary of the Parent to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, Parent to pay dividends or pay other distributions with respect to any Indebtedness owed to the Borrower or a Subsidiary shares of the Borrower, its capital stock or to make or repay loans or advances to the Borrower Parent, the Company or any other Subsidiary or to guarantee Indebtedness of the Borrower’s other SubsidiariesParent, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Loan DocumentsDocuments and the Revolving Facility, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c7.02(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower Company under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.047.01, (vii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (viii) restrictions affecting any Foreign Subsidiary (other than a Foreign Credit Party) of the Borrower Company under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.047.01, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.037.02(d), insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (xi) with respect to clause (a) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (xii) with respect to clause (a) above, customary provisions in leases and other contracts restricting the assignment thereof.

Limitation on Certain Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerCompany, or to make loans or advances to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b) or 9.3(c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower Company under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower Company under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Borrowers or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the a Borrower or any Subsidiary of the any Borrower, or pay any Indebtedness owed to the Borrower Borrowers or a Subsidiary of the any Borrower, or to make loans or advances to the a Borrower or any of the Borrower’s other 's Subsidiaries, or transfer any of its property or assets to the a Borrower or any of the a Borrower’s 's other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c9.3(b) or 9.3(c), (vi) restrictions contained in the agreements relating to the Indebtedness set forth on Schedule 9.4 hereto as in effect on the Closing Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the any Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.039.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Restricted Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerRestricted Subsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Restricted Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Restricted Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower Non-Loan Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Loan Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person., (x) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary (xi) any restrictions existing on the date hereof and set forth on Schedule

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date (and similar restrictions contained in any agreement or instrument evidencing or governing any Indebtedness incurred in connection with a refinancing thereof permitted under this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness9.4, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(cSections 7.03(b), (c), (d), (f), (h) and (i), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other PersonPerson and (x) the Senior Notes Documents and the Senior Convertible Debenture Documents.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3 (b), (c) or (d), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) restrictions contained in the Subordinated Note Indenture as in effect on the Closing Date (and any similar restrictions contained in any indenture governing any refinancing or refunding thereof not prohibited by this Agreement), (viii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Restricted Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerRestricted Subsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Restricted Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting subletting, assignments or assignment of any lease governing a leasehold interestother transfers contained in leases, (iv) customary provisions restricting assignment of any licensing agreement entered into licenses, joint venture agreements and similar agreements granted to customers in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such liens or the property or assets subject to such leases, license, joint venture agreements or similar agreements, as the case may be), (viv) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (viv) customary restrictions affecting only a Restricted Subsidiary of the U.S. Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (viivi) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiivii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (ix) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary, (x) any restrictions existing on the date hereof and set forth on Schedule 7.08, (xi) the 2024 Notes Indenture, all agreements executed in connection therewith and any Permitted Refinancing thereof, and (xii) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the U.S. Borrower, -194- so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the U.S. Borrower.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit Neither the Company nor any of its Subsidiaries toSubsidiary will, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions dividends or distributions or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower Company or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c)6.2, (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.046.1, (vii) customary restrictions affecting imposed on the Company or any Foreign Subsidiary of the Borrower under by any indenture or similar agreement or instrument governing any Subordinated Indebtedness of such Foreign Subsidiary or Indebtedness under Unsecured Notes permitted pursuant to be issued under Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, 6.1; (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, Permitted Encumbrance insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, (ix) the ABL Loan Documents; and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Holdings or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, or to make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings' other Subsidiaries, or transfer any of its property or assets to the Borrower Holdings or any of the Borrower’s Holdings' other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower Holdings under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower Holdings under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of its respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the any Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerCompany, or to make loans or advances to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the Borrower’s Company's other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b), (vi) customary restrictions affecting only a Subsidiary of which do not limit dividends or other distributions by the Borrower under any agreement Company or instrument governing any of its Subsidiaries which are contained in the Existing Indebtedness of a Subsidiary permitted pursuant Agreements as in effect on the Effective Date which relate to Section 7.04any Existing Indebtedness which will continue outstanding following the Closing Date, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and nor will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any consensual “negative pledge” covenant covenant, or other consensual agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary Guarantor to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtednessthe Obligations, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(cSections 7.03(b), (c), (d), (f), (h), (i) and (k), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (x) (1) any agreement relating to Indebtedness existing as of the Closing Date and permitted pursuant to Section 7.04 and (2) any agreement relating to Indebtedness entered into in accordance with Section 7.04 if an Authorized Officer of the Borrower certifies to the Administrative Agent that such restrictions are not materially more restrictive taken as a whole than those available to the Borrower or any of its Subsidiaries on market terms, (xi) the Senior Notes Documents and (xii) requirements imposed by any capital markets or private placement debt agreements (including any agreements with respect to convertible debt securities) and bilateral or syndicated loan agreements that Indebtedness under any such agreement be secured by equal and ratable Liens in the event that Liens are granted to secure the Obligations.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(b), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date and customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower Except as set forth on Schedule 7.08, the Borrowers will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the a Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower Borrowers or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower Borrowers or a Subsidiary of the BorrowerSubsidiary, or to make loans or advances to the Borrower Borrowers or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower Borrowers or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerCompany, or to make loans or advances to the Borrower Company or any of the BorrowerCompany’s other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the BorrowerCompany’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment or pledging of any licensing agreement or other similar agreements (including licenses of intellectual property) entered into in the ordinary course of businessbusiness or the transfer or other encumbrance of inventory or other assets utilizing licensed property, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) restrictions contained in the Receivables Facility Documents, the Senior Indenture (1998), the Senior Indenture (2006), the Subordinated Indenture or any agreement or other document executed in connection with any of the foregoing as in effect on the Closing Date or any notes or any agreement or other document executed in connection therewith (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower Company under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (viiviii) restrictions affecting any Foreign Subsidiary (other than a Foreign Credit Party) of the Borrower Company under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (xi) any customary restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary permitted under this Agreement pending the closing of such sale or disposition, (xii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (xiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xiv) customary restrictions and conditions contained in any agreement relating to the sale of any asset permitted under Section 7.02 pending the consummation of such sale, and (xv) any agreement to which a Subsidiary is a party that is 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.

Limitation on Certain Restrictive Agreements. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Company or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerCompany, or to make loans or advances to the Borrower Company or any of the BorrowerCompany’s other Subsidiaries, or transfer any of its property or assets to the Borrower Company or any of the BorrowerCompany’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment or pledging of any licensing agreement entered into in the ordinary course of businessbusiness or the transfer or other encumbrance of inventory or other assets utilizing licensed property, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) restrictions contained in the Receivables Facility Documents, the Senior Indenture, the 2001 Subordinated Convertible Indenture, the 2006 Subordinated Convertible Indenture or any agreement or other document executed in connection with any of the foregoing as in effect on the Closing Date or the Bonds or any agreement or other document executed in connection therewith (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower Company under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (viiviii) restrictions affecting any Foreign Subsidiary (other than a Foreign Credit Party) of the Borrower Company under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, or (c) make any Share Repurchases, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c9.3(b) or 9.3(c), (vi) restrictions contained in the agreements relating to the Indebtedness set forth on Schedule 9.4 hereto as in effect on the Closing Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.039.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “"negative pledge” " covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Restricted Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerRestricted Subsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Restricted Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting subletting, assignments or assignment of any lease governing a leasehold interestother transfers contained in leases, (iv) customary provisions restricting assignment of any licensing agreement entered into licenses, joint venture agreements and similar agreements granted to customers in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such liens or the property or assets subject to such leases, license, joint venture agreements or similar agreements, as the case may be), (viv) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (viv) customary restrictions affecting only a Restricted Subsidiary of the U.S. Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (viivi) restrictions affecting any Foreign Subsidiary of the Borrower Non- Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiivii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (ix) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary, (x) any restrictions existing on the date hereof and set forth on Schedule 7.08, (xi) the 2024 Notes Indenture, all agreements executed in connection therewith and any Permitted Refinancing thereof, and (xii) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the U.S. Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the U.S. Borrower., (xiii) any document relating to Indebtedness incurred pursuant to Section 7.04(dd) and (xiv) any document related to an Infrastructure Reorganization and/or any of the other transactions contemplated by an Infrastructure Sale Agreement.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, (viii) the Note Purchase Agreements, and (ixx) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets 76 subject to Liens permitted under Section 7.03(c7.03(d), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the a Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the a Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other PersonPerson and (x) the Subordinated Note Documents.

Limitation on Certain Restrictive Agreements. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower Borrowers or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the a Borrower or any Subsidiary of the any Borrower, or pay any Indebtedness owed to the Borrower Borrowers or a Subsidiary of the any Borrower, or to make loans or advances to the a Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the a Borrower or any of the a Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement), (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (ivv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (vvi) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(cor , (vii) restrictions contained in the agreements relating to the Indebtedness set forth on Schedule hereto as in effect on the Closing Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (viviii) customary restrictions affecting only a Subsidiary of the any Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (viiix) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixxi) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3 (b) or (c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date (and any similar restrictions contained in any agreement governing any refinancing or refunding thereof not prohibited by this Agreement), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (viiviii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.049.4, and customary restrictions contained in “"comfort” " letters and guarantees of any such Indebtedness, (viiiix) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixx) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) in the case of clause (b) above only, customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) in the case of clause (b) above only, customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) in the case of clause (b) above only, customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section ‎Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section ‎Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section ‎Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) in the case of clause (b) above only, any document relating to Indebtedness secured by a Lien permitted by Section ‎Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) in the case of clause (b) above only, any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtednessthe Obligations, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerDistributions, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c‎Section 7.03(s), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section ‎Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower that is not a Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section ‎Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section ‎Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (x) any encumbrances or restrictions imposed by any amendments or refinancing that are otherwise permitted by the Loan Documents; provided that such amendments or refinancing are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, (xi) restrictions imposed by any agreement relating to Indebtedness entered into in accordance with ‎Section 7.02 if such restrictions are not materially more restrictive taken as a whole than those set forth in the Loan Documents and (xii) any encumbrances or restrictions imposed by the Organizational Documents of a Subsidiary that is not a Credit Party.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Restricted Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerRestricted Subsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Restricted Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting subletting, assignments or assignment of any lease governing a leasehold interestother transfers contained in leases, (iv) customary provisions restricting assignment of any licensing agreement entered into licenses, joint venture agreements and similar agreements granted to customers in the ordinary course of businessbusiness (provided, that such restrictions are limited to the property or assets secured by such liens or the property or assets subject to such leases, license, joint venture agreements or similar agreements, as the case may be), (viv) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (viv) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (viivi) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiivii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants #4848-6974-4858 of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (ix) [reserved], (x) any restrictions existing on the date hereof and set forth on Schedule 7.08, (xi) the 2024 Notes Indenture and all agreements executed in connection therewith, (xii) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the Parent Guarantor, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent Guarantor, (xiii) the Existing Credit Agreement and all agreements executed in connection therewith, and (ix) any document relating to an Infrastructure Reorganization and/or any of the other transactions contemplated by an Infrastructure Sale Agreement.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Restricted Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerRestricted Subsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Restricted Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesRestricted Subsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting subletting, assignments or assignment of any lease governing a leasehold interestother transfers contained in leases, (iv) customary provisions restricting assignment of any licensing agreement entered into licenses, joint venture agreements and similar agreements granted to customers in the ordinary course of businessbusiness (provided that such restrictions are limited to the property or assets secured by such liens or the property or assets subject to such leases, license, joint venture agreements or similar agreements, as the case may be), (viv) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (viv) customary restrictions affecting only a Restricted Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (viivi) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viiivii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (ix) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary (x) any restrictions existing on the date hereof and set forth on Schedule 7.08, (xi) the Senior Indenture, all agreements executed in connection therewith and any Permitted Refinancing thereof, and (xii) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower.

Limitation on Certain Restrictive Agreements. The Borrower No Credit Party will, nor will not, and will not any Credit Party permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower any Credit Party or any Subsidiary of their respective Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower any Credit Party or any Subsidiary of the BorrowerSubsidiary, or pay any Indebtedness owed to the Borrower any Credit Party or a Subsidiary of the Borrowerany Subsidiary, or to make loans or advances to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, or transfer any of its property or assets to the Borrower any Credit Party or any of the Borrower’s other SubsidiariesSubsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary Credit Party permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower Non-Credit Party under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, and (x) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3(c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Effective Date and customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.049.4, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ixviii) any Operating Lease operating lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except EXCEPT for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 9.3 (b) or (c), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Closing Date (and similar restrictions governing any Indebtedness incurred in connection with the refinancing of the Existing Indebtedness), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness9.4, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 9.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant agreement or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon upon: (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, ; or (b) the ability of any such Subsidiary to pay dividends or make Capital Distributions any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s 's other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s 's other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(csection 10.3 (b), (c) or (d), (vi) restrictions contained in the Existing Indebtedness Agreements as in effect on the Closing Date (and similar restrictions governing any Indebtedness incurred in connection with the refinancing of the Existing Indebtedness in compliance with section 10.3(b)(ii)), (vii) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness10.4, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03section 10.3, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Personperson.

Limitation on Certain Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make loans or advances to the Borrower or any of the Borrower’s other Subsidiaries, or transfer any of its property or assets to the Borrower or any of the Borrower’s other Subsidiaries, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business, (v) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (vi) customary restrictions affecting only a Subsidiary of the Borrower under any agreement or instrument governing any of the Indebtedness of a Subsidiary permitted pursuant to Section 7.04, (vii) restrictions affecting any Foreign Subsidiary of the Borrower under any agreement or instrument governing any Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (viii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, and (ix) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other PersonPerson and (x) customary provisions restricting the sale of assets subject to an Asset Sale permitted under this Agreement pending the closing of such permitted Asset Sale.